WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Independence Energy Corp.), Private Placement Subscription Agreement (Independence Energy Corp.), Private Placement Subscription Agreement (Independence Energy Corp.)
WITNESS. EXECUTION BY SUBSCRIBERBy: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual Name: Title: NOTARY PUBLIC My Commission expires: (if Subscriber IS an individualCOMPANY SEAL) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory Address: (if Subscriber is NOTARY SEAL) NOTICE: WHEN YOU EXECUTE AND SUBMIT THIS DOCUMENT, YOU SHALL BE CONCLUSIVELY DEEMED TO HAVE BEEN PAID IN FULL THE AMOUNT STATED ABOVE, EVEN IF YOU HAVE NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________ACTUALLY RECEIVED SUCH PAYMENT, _____60 DAYS AFTER THE DATE STATED ABOVE UNLESS YOU FILE EITHER AN AFFIDAVIT OF NONPAYMENT OR A CLAIM OF LIEN PRIOR TO THE EXPIRATION OF SUCH 60 DAY PERIOD. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THE FAILURE TO INCLUDE THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (NOTICE LANGUAGE ON THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE FACE OF THE SECURITIES FORM SHALL RENDER THE FORM UNENFORCEABLE AND INVALID AS A WAIVER AND RELEASE UNDER O.C.G.A. SECTION 00-00-000. Schedule E-5 Form of Conditional & Unconditional Interim Lien Waivers INTERIM WAIVER AND RELEASE UPON FINAL PAYMENT STATE OF GEORGIA COUNTY OF THE UNDERSIGNED MECHANIC AND/OR MATERIALMAN HAS BEEN EMPLOYED BY (NAME OF CONTRACTOR) TO FURNISH (DESCRIBE MATERIALS AND/OR LABOR) FOR THE CONSTRUCTION OF IMPROVEMENTS KNOWN AS (TITLE OF THE PROJECT OR BUILDING) WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER IS LOCATED IN THE 1933 ACTCITY OF SAVANNAH, COUNTY OF CHATHAM, AND IS OWNED BY (NAME OF OWNER) AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: (DESCRIBE THE PROPERTY UPON WHICH THE IMPROVEMENTS WERE MADE BY USING METES AND BOUNDS DESCRIPTION, THE LAND LOT DISTRICT, BLOCK AND LOT NUMBER, OR STREET ADDRESS OF THE PROJECT.) UPON THE RECEIPT OF THE SUM OF $ THE MECHANIC AND/OR MATERIALMAN WAIVES AND RELEASES ANY U.S. STATE SECURITIES LAWSAND ALL LIENS OR CLAIMS OF LIENS IT HAS UPON THE FOREGOING DESCRIBED PROPERTY OR ANY RIGHTS AGAINST ANY LABOR AND/OR MATERIAL BOND ON ACCOUNT OF LABOR AND/OR MATERIAL BOND THROUGH , 20 , AND EXCEPTING THOSE RIGHTS AND LIENS THAT THE MECHANIC AND/OR MATERIALMAN MIGHT HAVE IN ANY RETAINED AMOUNTS, UNLESS SO REGISTERED, NONE MAY BE OFFERED ON ACCOUNT OF LABOR OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTMATERIALS, OR PURSUANT BOTH, FURNISHED BY THE UNDERSIGNED TO AN AVAILABLE EXEMPTION FROMOR ON ACCOUNT OF SAID CONTRACTOR FOR SAID BUILDING OR PREMISES. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO WAIVER AND RELEASE UPON FINAL PAYMENT] GIVEN UNDER HAND AND SEAL THIS DAY OF , OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS20 . PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")[COMPANY NAME]
Appears in 3 contracts
Samples: Phase 1 Project Development Agreement, Disbursement Agreement, Disbursement Agreement
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signatures of the proper officers of the Company and its corporate seal. Dated as of ATTEST: X ----------------------------------- ----------------------------------------- Signature PHARMACEUTICAL MARKETING SERVICES INC. By By: ------------------------------ -------------------------------- Name: Name: Title: Title: Countersigned: HARRIS TRUST COMPANY, as Rights Agent By:------------------------------ Name: Title: Form of witness Signature Reverse Side of individual Right Certificate) FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Right Certificate) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this FOR VALUE RECEIVED, ____________________________ day hereby sells, assigns and transfers unto______________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_______________________________________ _____________________ Attorney, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated as of ________________, ____. -------------------------- Signature Signature Guarantee: Signatures must be guaranteed. -------------------------------------------------------------------------------- [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Right Certificate) TO PHARMACEUTICAL MARKETING SERVICES INC.: The undersigned hereby irrevocably elects to exercise Rights ______________ represented by this Right Certificate to purchase the Common Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities) be issued in the name of: Please insert social security or other identifying number: ----------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ------------------------------ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated as of ____________, ____. ----------------------------------------- INDEPENDENCE ENERGY CORP-------------------------- Signature Form of Reverse Side of Right Certificate -- continued Signature Guaranteed: Signature must be guaranteed. Address -------------------------------------------------------------------------------- [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------- Signature The signature in the foregoing Form of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing Assignment or Form of Election to Purchase must conform to the name as written upon the face of this acceptanceRight Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be bound by all representationsan Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT B PHARMACEUTICAL MARKETING SERVICES INC. STOCKHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On December 30, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number 1997 the Board of counterparts, each Directors of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Pharmaceutical Marketing Services Inc. (the "Company"), authorized the issuance of one common share purchase right (a "Right") with respect to each outstanding share of common stock, $.01 par value (the "Common Shares"), of the Company. The rights were issued on January 9, 1998 to the holders of record of Common Shares on that date. Each Right entitles the registered holder to purchase from the Company one-third of a Common Share at a price of $60.00 per one-third of a Common Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of [ ], between the Company and Harris Trust Company, as Rights Agent (the "Rights Agent").
Appears in 2 contracts
Samples: Rights Agreement (Pharmaceutical Marketing Services Inc), Rights Agreement (Pharmaceutical Marketing Services Inc)
WITNESS. EXECUTION BY SUBSCRIBERNOTICE: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED The signature on this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, assignment must correspond with the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement name as written upon the face of the date hereinafter set forthwithin Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT C THE WARRANT REPRESENTED BY THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CERTIFICATE AND THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE ISSUABLE UPON EXERCISE HEREOF HAVE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS SOLD EXCEPT (AS DEFINED HEREINi) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (ii) TO THE EXTENT APPLICABLE, PURSUANT TO AN AVAILABLE EXEMPTION FROMRULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR IN (iii) UPON THE DELIVERY BY THE HOLDER HEREOF TO THE COMPANY OF AN OPINION OF COUNSEL STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE. CYBERTEL, COMMUNICATIONS CORP. SUPPLEMENTAL WARRANT TO PURCHASE 6% CONVERTIBLE SERIES A TRANSACTION NOT SUBJECT TOPREFERRED STOCK AND WARRANTS TO PURCHASE COMMON STOCK The Transferability of this Supplemental Warrant Is Restricted as Provided in Section 2. Void after November 15, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY 2000 Right to Purchase 2,000 Shares of Convertible Series A Preferred Stock and Warrants to Purchase 150,000 Shares of Common Stock PREAMBLE CYBERTEL, COMMUNICATIONS CORP. (the "Company"), a Nevada corporation, hereby certifies that, for value received, ADARA INVESTORS LLC, whose address is Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, or its registered assigns (hereinafter, the "Registered Holder"), is, subject to the terms set forth herein, entitled to purchase from the Company at any time or from time to time before 5:00 P.M. New York time, on the date nine (9) months from the date hereof (such time, the "Expiration Time"), up to (i) two thousand (2,000) fully paid and non-assessable shares of the Company's Convertible Series A Preferred Stock with such terms as set forth in the Certificate of Designations substantially in the form of Exhibit A to the Securities Purchase Agreement (as defined below), par value $.001 per share, stated value one thousand dollars ($1,000) per share (the "Series A Preferred Stock") at the purchase price per share of one thousand ($1,000) and (ii) warrants (the "Stock Purchase Warrants") to purchase seventy-five thousand (75,000) shares of common stock, par value $.001 per share (the "Common Stock") for each one thousand (1,000) shares of Series A Preferred Stock purchased hereunder. For purposes of this Supplemental Warrant the aggregate price paid by the Registered Holder for the Series A Preferred Stock and the Warrants, as applicable, is referred to herein as the "Purchase Price". Subject to the terms set forth herein from time to time beginning ninety (90) days after the date on which the registration statement covering the Securities is declared effective by the Commission and ending at the Expiration Time at the election of the Company upon delivery of a Supplemental Exercise Notice to the Registered Holder, the Registered Holder shall at any time or from time to time before the Expiration Time be required to exercise this Warrant and purchase up to two thousand (2,000) shares of Series A Preferred Stock and Stock Purchase Warrants to purchase up to one hundred fifty thousand (150,000) shares of Common Stock (minus any such shares of Series A Preferred Stock and Stock Purchase Warrants previously purchased hereunder), at the Purchase Price; provided, that, the Registered Holder shall not be required to exercise and purchase any such shares if at any time from and after the delivery to the Registered Holder of the Supplemental Exercise Notice through the Supplemental Closing Date (the "Interim Period") any of the Closing Conditions (as defined below) shall not have been satisfied. This Warrant is the Supplemental Warrant (the "Supplemental Warrant") to purchase up to two thousand (2,000) shares of Series A Preferred Stock and Stock Purchase Warrants to purchase up to one hundred fifty thousand (150,000) shares of Common Stock issued pursuant to the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of February 15, 2000, by and between the Company and ADARA Investors LLC. The Securities Purchase Agreement contains certain additional terms that are binding upon the Company and each Registered Holder of this Supplemental Warrant. A copy of the Securities Purchase Agreement, including the Exhibits thereto, may be obtained by any Registered Holder of the Supplemental Warrant from the Company upon written request. Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement, including the Exhibits thereto. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Cybertel Communications Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. BORROWER: X ----------------------------------- ----------------------------------------- Signature XXXXXX BIOFUELS, LLC By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO LOAN PARTIES: EARTH BIOFUELS, INC. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO APPLIED LNG TECHNOLOGIES USA, L.L.C. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO FLEET STAR, INC. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO APOLLO LEASING, INC. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO ARIZONA LNG, L.L.C. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO EARTH LNG, INC. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO AGENT AND LENDERS: FOURTH THIRD LLC, as Agent and a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory EXHIBIT A CONSENT AND REAFFIRMATION Each of witness Signature the undersigned (“Guarantors”) hereby (i) acknowledges receipt of individual a copy of the foregoing Amendment No. 1; (if Subscriber IS an individualii) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory consents to Borrower’s execution and delivery thereof and approves and consents to the transactions contemplated thereby; (if Subscriber is NOT an individualiii) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants thereby; and agreements on pages 4-12 hereof(iv) affirms that nothing contained therein shall modify or diminish in any respect whatsoever its obligations under the Guarantee and Collateral Agreement and the other Loan Documents to which it is a party and reaffirms that such Guarantee and Collateral Agreement is and shall continue to remain in full force and effect. This Subscription Agreement may be executed acknowledgement by Guarantors is made and delivered to induce Agent and Lenders to enter into Amendment No. 1, and Guarantors acknowledge that Agent and Lenders would not enter into Amendment No. 1 in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as the absence of the date hereinafter acknowledgements contained herein. Although Guarantors have been informed of the matters set forthforth herein and have acknowledged and agreed to same, Guarantors understand that Agent and Lenders have no obligation to inform Guarantors of such matters in the future or to seek Guarantors’ acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Capitalized terms used herein without definition shall have the meanings given to such terms in the Amendment No. 1 to which this Consent is attached or in the Credit Agreement referred to therein, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")as applicable.
Appears in 2 contracts
Samples: Consent and Reaffirmation (Earth Biofuels Inc), Consent and Reaffirmation (Earth Biofuels Inc)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _________, ______. [SEAL] ATTEST: X ----------------------------------- ----------------------------------------- Signature FAMILY BARGAIN CORPORATION Attest: By By --------------------------- ---------------------- Name: Name: Title: Title: Countersigned: [RIGHTS AGENT] By -------------------------- Authorized Signatory Name: Title: 4 Form of witness Signature Reverse Side of individual Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Right Certificate.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this FOR VALUE RECEIVED __________________________________________________ day hereby sells, assigns and transfers unto __________________________ ____________________________________________________________ (Please print name and address of transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ____________, _____ ____________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ------------------------------------------------------------ The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Rights Agreement) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ____________________ Signature 5 ------------------------------------------------------------ Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Rights Agreement Rights Agreement (Family Bargain Corp), Rights Agreement Rights Agreement (Family Bargain Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day the Corporation, and its corporate seal. Dated as of ______________, 2001. ATTEST: UNION ACCEPTANCE CORPORATION By: ----------------------------- ---------------------------------- Secretary President Countersigned: COMPUTERSHARE INVESTOR SERVICES, LLC By: ---------------------------------- Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________, Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: , ------------------ ------- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Address -------------------------------------------------------------------------------- CERTIFICATE The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ---------------------------------- Signature -------------------------------------------------------------------------------- Form of Subscriber Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed if holder desires to be execution and delivery of this Subscription Agreement as of exercise the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Rights Agreement (Union Acceptance Corp), Rights Agreement (Union Acceptance Corp)
WITNESS. EXECUTION BY SUBSCRIBERSignature : X ----------------------------------- ----------------------------------------- /s/ Xxxxx Xxxxxx Name : Xxxxx Xxxxxx, Managing Director Occupation : Investment Banker Address : [ILLEGIBLE] [ILLEGIBLE] Executed as a deed ) for and on behalf of ) NGP CAPITAL RESOURCES COMPANY: ) Authorised Signatory Executed as a deed ) for and on behalf of ) RTR, LLC: ) Authorised Signatory Executed as a deed ) for and on behalf of ) NGP CAPITAL RESOURCES ) COMPANY: Illegible Authorised Signatory In the presence of: Witness Signature: /s/ Xxxxxxx Xxxxxx-Xxxxxxxx Witness Name: Xxxxxxx Xxxxxx-Xxxxxxxx Witness Address: 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 Witness Occupation: Attorney Executed as a deed ) for and on behalf of ) PERMIAN BASIN CONVERT, L.L.C.: ) By: Farallon Capital Management, LLC, Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx its Manager Authorised Signatory Managing Member In the presence of: Witness Signature: /s/ Xxxxxx XX Spokes Witness Name: Xxxxxx XX Spokes Managing Member Witness Address: Witness Occupation: Farallon Capital Management, LLC Xxx Xxxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Signature Page To Placing Agreement Executed as a deed ) for and on behalf of witness ) X.X. XXXXX SPECIAL OPPORTUNITIES ) FUND, L.P.: /s/ Illegible Illegible Authorised Signatory In the presence of: Witness Signature: /s/ Xxxxxx Xxxxxxx Witness Name: Xxxxxx Xxxxxxx Witness Address: X.X. Xxxxx & Co. 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Witness Occupation: Associate-Asset Management Signature Page To Placing Agreement Executed as a deed ) for and on behalf of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name RTR, LLC: ) Xxxxx X. Xxxxxxx Authorised Signatory Xxxxx X. Xxxxxxx In the presence of: Witness Signature: /s/ Rachael X.X. Xxxxxx Witness Name: Rachael X.X. Xxxxxx Witness Address: 000 X. 00xx Xx, 00X, XXX XX 00000 Witness Occupation: Investment Coordinator Signature Page To Placing Agreement Executed as a deed ) for and on behalf of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address SDG HOLDINGS, LLC: ) By: /s/ Xxxx Xxx Xxx, attorney in fact Authorised Signatory Executed as a deed ) for and on behalf of witness Name ) TDC FAMILY L.P.: ) By: /s/ Illegible Attorney-in-fact Authorised Signatory Signature Page To Placing Agreement Executed as a deed ) for and on behalf of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTTHE XXXX FOUNDATION: ) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound /s/ Xxx Xxxx by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement [ILLEGIBLE] Authorised Signatory Executed as a deed by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Resaca Exploitation, Inc., Resaca Exploitation, Inc.
WITNESS. EXECUTION BY: PREFERRED EQUITIES CORPORATION ------------------------------ BY: /s/ [ILLEGIBLE] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, 1996 Principal BY: /s/ [ILLEGIBLE] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. XXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 8 EXHIBIT B - PAGE 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: SAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY SUBSCRIBERTHESE PRESENTS: X ----------------------------------- ----------------------------------------- Signature That INSURANCE COMPANY OF THE WEST, a California Corporation, does hereby appoint: DEBBXX X. XXXXXX xxs true and lawful Attorney(s)-in-Fact, with full power and authority, to execute, on behalf of witness Signature the Company, fidelity and surety bonds, undertakings, and other contracts of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name suretyship of witness Authorized signatory (if Subscriber a similar nature. This Power of Attorney is NOT an individual) ----------------------------------- ----------------------------------------- Address granted and is signed and sealed by facsimile under the authority of witness Name the following Resolution adopted by the Board of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ Directors on the 22nd day of ___________November, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address 1994, which said Resolution has not been amended or rescinded and of Subscriber (residence) Perwhich the following is a true copy: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance"RESOLVED, that the Chairman of the Board, the Company agrees President, an Executive Vice President or a Senior Vice President of the Company, and each of them, is hereby authorized to be bound by all representationsexecute Powers of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company, warrantiesfidelity and surety bonds, covenants undertakings, or other contracts of suretyship of a similar nature; and agreements on pages 4-12 hereofto attach thereto the seal of the Company; provided however, that the absence of the seal shall not affect the validity of the instrument. This Subscription Agreement FURTHER RESOLVED, that the signatures of such officers and the seal of the Company, and the signatures of any witnesses, the signatures and seal of any notary, and the signatures of any officers certifying the validity of the Power of Attorney, may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement affixed by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE facsimile."SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Subdivision Improvement Agreement (Mego Financial Corp), Subdivision Improvement Agreement (Mego Financial Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of __________, ____. [SEAL] ATTEST: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this NORTHROP GRUMMAN CORPORATION ________________________ day By__________________________ Name: Name: Title: Title: Countersigned: [ ] By_________________________ Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate B-3 FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto ____________________ ----------------------------------------- (Please print name and address of transferee) ----------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ____________, ______ ---------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ---------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Right Agreement) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ---------------------------- Signature ------------------------------- Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Rights Agreement (Northrop Grumman Corp), Rights Agreement (Northrop Grumman Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day the Company and its corporate seal. Dated as of ___________, ___________________, 20__. ----------------------------------------- INDEPENDENCE ENERGY CORPBALLANTYNE OF OMAHA, INC. Address ATTEST: By:__________________________________ [Title] ------------------------------------ [Title] Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By__________________________________ [Title] Form of Subscriber Reverse Side of Right Certificate FORM OF ASSIGNMENT (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, a s s i g n s a n d t r a n s f e r s u n t o --------------------------------------------------------------------------- --------------------------------------------------------------------------- (Please print name and address of transferee) --------------------------------------------------------------------------- Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ---------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in any a recognized signature guarantee medallion program. (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ---------------------------------- Signature Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To Ballantyne of Omaha, Inc.: The undersigned hereby irrevocably elects to exercise ________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: --------------------------------------------------------------------------- (Please print name and address) --------------------------------------------------------------------------- If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of whichsuch Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number --------------------------------------------------------------------------- (Please print name and address) --------------------------------------------------------------------------- Dated:________________________ ------------------------------------ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a bank, when so executed trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. Form of Reverse Side of Right Certificate - continued --------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and deliveredwere not acquired by the undersigned from, shall constitute an original and all Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------ Signature --------------------------------------------------------------------------- NOTICE The signature in the Form of which together shall constitute one instrument. Delivery Assignment or Form of an executed copy Election to Purchase, as the case may be, must conform to the name as written upon the face of this Subscription Agreement by electronic facsimile transmission Right Certificate in every particular, without alteration or other means enlargement or any change whatsoever. In the event the certification set forth above in the Form of electronic communication capable Assignment or the Form of producing a printed copy Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forthhonored. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE "SUBSCRIPTION RIGHTS AGREEMENT") RELATES , RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS ACQUIRING PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS PURCHASE SHARES OF REGULATION S UNDER THE 1933 ACTPREFERRED STOCK OF BALLANTYNE OF OMAHA, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTINC. On May 25, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM2000, OR IN A TRANSACTION NOT SUBJECT TOthe Board of Directors of Ballantyne of Omaha, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend is payable on June 9, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share, (the "Preferred Stock") of the Company at a price of $25.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of May 25, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights. An "Acquiring Person" shall not include the Company, its employee benefit plans, or, subject to certain conditions, Canrad of Delaware, Inc. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on June 9, 2010 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right at the then-current exercise price of the Right, that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction has a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the redemption price, amend the Rights in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the redemption price, amend the Rights in any manner that does not adversely affect the interests of holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.
Appears in 2 contracts
Samples: Rights Agreement (Ballantyne of Omaha Inc), Rights Agreement (Ballantyne of Omaha Inc)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal, dated as of September 5, 2001. Attest: X ----------------------------------- ----------------------------------------- Signature CALIFORNIA AMPLIFIER, INC. By: By: -------------------------------- ------------------------------ Name: Name: Xxxx Xxxxx Title: Title: President and Chief Executive Officer Countersigned MELLON INVESTOR SERVICES LLC By: -------------------------------- Name: Title: 3 Form of witness Signature Reverse of individual Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer any or all of the Rights represented by this Right Certificate) X ----------------------------------- ----------------------------------------- Name FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of witness Authorized signatory (if Subscriber is NOT an individualtransferee) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, ____________________ (_________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints __________________ attorney to transfer said Rights on the books of California Amplifier, Inc. with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber Dated: __________________ , 20__ ------------------------------------------- (residenceSignature) PerSignature Guaranteed: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees CERTIFICATE (to be bound completed, if true) The undersigned hereby certifies that the Rights represented by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed this Right Certificate are not Beneficially Owned by a 20% Stockholder or an Affiliate or Associate of a 20% Stockholder (as such capitalized terms are defined in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Rights Agreement). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTDated: __________________ , OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS 20__ ------------------------------------------- (AS DEFINED HEREINSignature) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Signature Guaranteed:
Appears in 2 contracts
Samples: Rights Agreement (California Amplifier Inc), Rights Agreement (California Amplifier Inc)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: X ----------------------------------- ----------------------------------------- Signature Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of witness Signature Reverse Side of individual Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Rights Certificate) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this FOR VALUE RECEIVED __________________________ day ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------------- INDEPENDENCE ENERGY CORPDated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Address --Form of Subscriber Reverse Side of Rights Certificate-- (residencecontinued) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this acceptanceRights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be bound by all representationsan Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, warranties2007, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number the Board of counterparts, each Directors (the "Board of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENTDirectors") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. of First Transfer of Montauk Financial Corp. (the "Company")) authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.
Appears in 2 contracts
Samples: Rights Agreement (First Montauk Financial Corp), Rights Agreement (First Montauk Financial Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (the Company and its corporate seal, if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day any. Dated as of ___________, ________. ----------------------------------------- INDEPENDENCE ENERGY CORPICOS CORPORATION By: Its: ____________________________ COUNTERSIGNED: Mellon Investor Services LLC as Rights Agent By: __________________________ Its:______________________ --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________ hereby sells, assigns and transfer unto ____________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. Address The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Rights Agreement), (2) Perthis Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ----------------------------------- ----------------------------------------- Authorized signatory Telephone _________________________ Signature: __________________________ Signature Guarantee* ________________________________ *Your signature must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: ICOS CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and e-mail address By signing address) If such number of Rights shall not be all the Rights evidenced by this acceptanceRights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ________________________ Signature: ____________________________ _______________________________ *Your signature must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be bound by all representationsan Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C ICOS CORPORATION STOCKHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and Transfer On August 9, warranties2002, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number ICOS Corporation (the of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE Rights; Rights "SUBSCRIPTION AGREEMENTCompany") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TOannounced that its Board of Directors Certificates: INDEPENDENCE ENERGY CORP. (the "CompanyBoard of Directors") had adopted a Stockholder Rights Plan and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share (the "Common Shares"), of the Company. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Stock. After the Distribution Date, if any, the Company will cause the rights certificates to be delivered to the Company's stockholders and the Rights will become transferable apart from the Common Stock.
Appears in 1 contract
Samples: Rights Agreement (Icos Corp / De)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual s/ American Conferencing Company, Inc. --------------------------- ------------------------------------- (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory Guarantor) By: /s/ Pres. ---------------------------------- (if Subscriber is NOT an individualTitle) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this SECRETARY'S CERTIFICATE I, _____________________ certify that I am the (assistant) secretary of American Conferencing Company, Inc., a _________ corporation; that at a meeting of the Board of Directors held on the ____ day of ___________, 19__, the foregoing Guaranty and the terms thereof was regularly introduced and it was resolved that the officers of this corporation were duly authorized to sign and deliver the same and a resolution to such effect appears in the minute book and is in full force and effect. WITNESS OUR HANDS AND SEAL THIS _____ day of __________ , 19__. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address /s/ ------------------------------- (Assistant) Secretary [SEAL HERE] COLLATERAL SECURITY AGREEMENT ----------------------------- As security for the payment and performance by Resource Objectives, Inc. ("Lessee") to Market Financial Corporation its successors and assigns (hereinafter collectively referred to as "Lessor") of Subscriber (residencea) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number equipment lease agreement executed by Lessee and e-mail address By signing this acceptanceLessor dated October 26, 1994, in the Company agrees to be bound by all representationsamount of One Hundred Twenty Five Thousand Dollars ($125,000.00), warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in together with renewals or extensions thereof ("Lease"); (b) any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all obligations of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement any Lessee hereunder to Lessor, direct, indirect or contingent, joint or several, whether or not otherwise secured, and whether now existing or hereafter incurred; and (c) any and all amounts advanced or expended by electronic facsimile transmission Lessor for the maintenance or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as preservation of the date personal property described below; Lessee hereby pledges, assigns and grants to Lessor a security interest in the following (hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (collectively referred to as the "Collateral"): All of the personal property, fixtures, trade fixtures, furniture and furnishings of the Lessee and of the Guarantor, American Conferencing Company"), Inc., wherever located and whether now owned or in existence or hereafter acquired or created, of every kind and description, tangible or intangible, including, without limitation, all inventory, equipment, documents, instruments, chattel paper, accounts, contract rights and general intangibles. The Lessor and the Lessee agree to the following Terms and Conditions: TERMS AND CONDITIONS
Appears in 1 contract
Samples: Master Lease Agreement (Vialog Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe due execution of this Stock Purchase Warrant as of the date first written above with the intent to be legally bound. NEW ENGLAND AUDIO CO., INC. By: X ----------------------------------- ----------------------------------------- Signature ------------------------------- Title: ---------------------------- ANNEX A to Warrant [SUBSCRIPTION FORM TO BE EXECUTED UPON EXERCISE OF THE WARRANT] The undersigned registered holder of witness Signature of individual the within Warrant hereby (if Subscriber IS an individual1) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this subscribes for _____________ day shares which the undersigned is entitled to purchase under the terms of the within Warrant, (2) makes the full cash payment therefor called for by the within Warrant, and (3) directs that the shares issuable upon exercise of said Warrant be issued as follows: ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- ANNEX B to Warrant [TO BE EXECUTED TO EFFECT A TRANSFER OF THE WARRANT] FOR VALUE RECEIVED _______________________________ hereby sells, assigns, and transfers unto ___________________________________________________, the right to purchase ____________________ shares evidenced by the within Warrant, and does hereby irrevocably constitute and appoint ___________________ to transfer such right on the books of Company, with full power of substitution. ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- ANNEX C to Warrant [TO BE EXECUTED TO EFFECT AN EXCHANGE OF THE WARRANT] The undersigned registered holder of the within Warrant hereby directs the Company to exchange said Warrant for like warrants in the following denominations: _______________________. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber ----------------------------------- (residenceName) PerSignature: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. ------------------------ Dated: ---------------------------- JOINDER TO WARRANT PURCHASE AGREEMENT This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement Joinder is made as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT May 31, 1997 by EXETER EQUITY PARTNERS, L.P. (THE "SUBSCRIPTION AGREEMENTExeter Equity") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933in favor of the parties to that certain Warrant Purchase Agreement dated as of May 30, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT1997 among New England Audio Co., OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Inc. (the "Company") and the Initial Holders under and as defined therein (the "Warrant Purchase Agreement"). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Warrant Purchase Agreement.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Tweeter Home Entertainment Group Inc)
WITNESS. EXECUTION THORNBURG MORTGAGE, INC. -------------------------------- -------------------------------- Michael B. Jeffers, Secretary Larry A. Goldstone, Presxxxxx XXX UNDERSIGNED, President of Txxxxxxxx Xxxxxxxx, Inc., who executed on behalf of the Corporation thx Xxxxxxxs Supplementary of which this Certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles Supplementary to be the corporate act of said Corporation and hereby certifies that the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. --------------------------------- Larry A. Goldstone, President EXHIBIT B FORM OF RIGHT CERTIFICATE Certificate No. R- Rights NOT EXERCISABLE AFTER JANUARY 25, 2011 OR EARLIER IF NOTICE OF REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THORNBURG MORTGAGE, INC., A MARYLAND CORPORATION (THE "COMPANY") AT $0.00 XXX XXXHT ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS AGREEMENT BETWEEN THE COMPANY AND MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT, DATED AS OF JANUARY 25, 2001 (THE "RIGHTS AGREEMENT"). THE COMPANY WILL MAIL A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE WITHIN FIVE DAYS AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (if Subscriber IS an individualAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. RIGHT CERTIFICATE This certifies that _______________________________________ day or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement dated as of January 25, 2001 (the "Rights Agreement") between Thornburg Mortgage, Inc., a Maryland corporation (the "Company"), and Xxxxxx Investor Services LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as defined in the Rights Agreement) and prior to the close of business on January 25, 2011 at the office or offices of the Rights Agent, or its successors as Rights Agent, designated for that purpose, one one-thousandth of a fully paid, nonassessable Series B Cumulative Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the Company, at a purchase price of $50.00 per one one-thousandth of a share of Preferred Stock (the "Exercise Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certificate duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of ____________, _________, based on the Preferred Stock as constituted at that date. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address Upon the occurrence of Subscriber a Section 11(a)(ii) Event (residenceas defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptancean Acquiring Person or an Affiliate or Associate of any such Person (as those terms are defined in the Rights Agreement), the Company agrees to be bound by all representations(ii) a transferee of any such Acquiring Person, warrantiesAssociate or Affiliate, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT"iii) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")under certain
Appears in 1 contract
Samples: Shareholder Rights Agreement (Thornburg Mortgage Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the Chief Executive Officer and the Secretary of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day the Company and its corporate seal. Dated as of ___________, ______. ----------------------------------------- INDEPENDENCE ENERGY CORPQUANTA SERVICES, INC. Address of Subscriber By: ------------------------------- Chief Executive Officer ATTEST: ---------------------------------- Secretary Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ------------------------------- Name: ----------------------------- Its: ----------------------------- FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ______________________________ hereby sells, assigns and transfers unto ________________________________________________ (Please print name and address of transferee) _____________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: -------------------------- -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in any a recognized signature guarantee medallion program. (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are ________ [or] are not ________ beneficially owned by, were [or] were not ________ acquired by the undersigned from, and are ________ [or] are not ________ being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). (Please Xxxx with an X as appropriate) -------------------------------- Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - (CONTINUED) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To Quanta Services, Inc. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Right Certificate to purchase the shares of Series B Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Series B Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of which, when so executed such Rights shall be registered in the name of and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission delivered to: Please insert social security or other means of electronic communication capable of producing identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: -------------------------- -------------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a printed copy will bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. (To be deemed to be execution completed) The undersigned certifies that the Rights evidenced by this Right Certificate are ________ [or] are not ________ beneficially owned by, and delivery of this Subscription Agreement were _____ [or] were not ________ acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as of defined in the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Rights Agreement). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREINPlease Xxxx with an X as appropriate) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")------------------------- Signature
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Holder's Name ) ---------------------------------- ) Authorized Signature of witness Signature of individual ) ---------------------------------- ) Title (if Subscriber IS an individualapplicable) X ----------------------------------- ----------------------------------------- Name Signature guaranteed: The signature must be guaranteed by a Canadian chartered bank or a member of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission a recognized stock exchange or other means of electronic communication capable of producing a printed copy will be deemed entity acceptable to be execution and delivery of this Subscription Agreement as of the date hereinafter set forthCorporation. EXHIBIT "3" TO SPECIAL NOTE CERTIFICATE FORM OF WARRANT CERTIFICATE THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE SECURITY HAS NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 SECURITIES ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWSAND ACCORDINGLY, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLDSOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, DIRECTLY THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (B) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR INDIRECTLY(C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE COMPLIANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 SECURITIES ACT, ; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE); OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933 ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE OF SUCH WARRANTS WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY NOT LATER BECOME REGISTERED FOR RESALE UNDER THE 1933 ACT. NEITHER ANY WARRANT REPRESENTED BY THIS WARRANT CERTIFICATE NOR ANY SECURITIES ISSUED UPON EXERCISE OF SUCH WARRANT MAY BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED PURSUANT TO THE 1933 ACT, UNLESS REGISTERED UNDER THE 1933 ACT AND IN EACH CASE OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. [INSERT LEGEND ONLY IN ACCORDANCE WITH APPLICABLE STATE IF REQUIRED UNDER SECTION 4.6 OF SCHEDULE "A" OF THE SPECIAL NOTE CERTIFICATE.] UNLESS PERMITTED UNDER SECURITIES LAWSLEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 5, 2005. PRIVATE PLACEMENT SUBSCRIPTION WARRANTS TO PURCHASE COMMON SHARES OF APOLLO GOLD CORPORATION (Non U.S. Subscribers OnlyContinued under the laws of the Yukon Territory) TOVoid after 5:00 p.m. (Toronto time) on the ____ day of ____, 200____. WARRANT CERTIFICATE NUMBER: INDEPENDENCE ENERGY CORP. W-2004-____ NUMBER OF WARRANTS: ____ THIS CERTIFIES THAT, for value received, ____, [ADDRESS] (the "CompanyHOLDER") is entitled, at any time and from time to time up to 5:00 p.m. (Toronto time) on ____ day of ____, 200____ (the "EXPIRY TIME"), one fully paid and non-assessable Common Share for each warrant (individually, a "WARRANT") represented by this certificate (the "WARRANT CERTIFICATE") at a price of US$0.80 per share (the "EXERCISE PRICE"), upon and subject to the terms and conditions herein. The Warrants are issued pursuant to the exercise or deemed exercise of a Special Note (the "SPECIAL NOTE") issued by the Corporation to the Holder on November 4, 2004 (the "CLOSING DATE").
Appears in 1 contract
Samples: Apollo Gold Corp
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED my hand and official seal this _______ 31 day of December, 1997. /s/ Dennis Gitler ------------------------------- Print Name:___________, ______________________ Notary Public - State of____________________ Commission Number:__________________________ Commission Expires:_________________________ (NOTARIAL SEAL) DENNIS GITLER Notary Public, Xxxxx xx Xxw York No. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed O1G150044850 Qualified in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF Kings county Certificate Filed in New York County Commission Expires 6/5/99 EXHIBIT A THE SECURITIES TO WHICH REPRESENTED BY THIS SUBSCRIPTION AGREEMENT RELATES CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AND MAY NOT BE SOLD OR ANY U.S. STATE SECURITIES LAWS, AND, OFFERED FOR SALE UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S REGISTERED UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 SAID ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWSLAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. PRIVATE PLACEMENT SUBSCRIPTION THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AND HAVE THE BENEFIT OF A WARRANTHOLDERS RIGHTS AGREEMENT DATED AS OF DECEMBER 31, 1997, BETWEEN AMCOMP INCORPORATED AND THE Warrantholders PARTIES THERETO, COPIES OF WHICH ARE ON FILE WITH AMCOMP INCORPORATED. Warrant No. 1 For the Purchase of 55,000 Shares AMCOMP INCORPORATED Common Stock Purchase Warrant THIS CERTIFIES THAT, for value received, NationsBank, N.A. or its successors in interest, assigns or transferees (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. collectively, the "Warrantholder"), is entitled to purchase from AmComp Incorporated, a Delaware corporation (the "Company"), 55,000 shares of the Company's Common Stock (as defined in Section 9(a) hereof) (the "Conversion Shares") at the exercise price of FOUR DOLLARS ($4.00) per share ("Exercise Price"). The number of Conversion Shares and the Exercise Price shall be adjusted and readjusted or changed from time to time in accordance with Section 4 hereof. This Warrant may be exercised at any time and from time to time on or prior to the fifth anniversary of the date of issuance set forth on the signature page of this Warrant, provided that Warrantholder may not exercise this Warrant, and agrees to promptly return this Warrant to the Company for cancellation, if (a) the "Consolidation" (as defined in the Amended and Restated Credit Agreement, dated as of December 31, 1997 (the "Credit agreement"), by and among the Company, the subsidiaries of the Company parties thereto and the Warrantholder) shall not have been consummated on or prior to August 31, 1998 as a result of the election of the Warrantholder not to grant the request of the Company to effect the Consolidation in accordance with the terms set forth in the Credit Agreement, (b) the principal amount of the "Facility B Advance" (as defined in the Credit Agreement) and all accrued interest and other amounts owing with respect thereto shall have been paid on or prior to September 30, 1998, and (c) the Warrantholder shall have received a loan fee paid by the Company in the amount of $75,000 on or prior to September 30, 1998. Notwithstanding anything herein to the contrary, if, prior to March 31, 1998, the Warrantholder (x) provides notice to the Company of its election to receive a fee in lieu of continuing to hold the Warrant, and (y) surrenders the Warrant to the Company, then the Company shall, within 10 days following the surrendering of the Warrant, pay to the Warrantholder a loan fee in the amount of $75,000.
Appears in 1 contract
Samples: Execution Copy (Amcomp Inc /Fl)
WITNESS. EXECUTION BY SUBSCRIBERthe execution hereof under seal as of the day and year first above written. NATIONAL SYNDICATIONS, INC. By: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber ______________ Name: ____________________________ Title: ___________________________ ATTEST: ____________________________ , Secretary [Corporate Seal] ACCEPTED: FLEET NATIONAL BANK, as Agent (residence"Agent") PerBy:_______________________________ Name: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance____________________________ Title: ___________________________ STATE OF NEW YORK ) ) XXUNTY OF NEW YORK ) BEFORE ME, the Company agrees undersigned authority, on this day personally appeared ________________________________ of NATIONAL SYNDICATIONS, INC., to me known to be bound by all representationsthe person whose name is subscribed to the foregoing instrument, warrantiesand acknowledged to me that he executed the same for the purposes and consideration therein expressed, covenants in the capacity therein stated, and agreements as the act and deed of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE on pages 4-12 hereofthis __ day of March, 2002. This Subscription Agreement may be executed in any number ____________________________ Notary Public STATE OF ) ) COUNTY OF ) BEFORE ME, the undersigned authority, on this day personally appeared _________________________ of counterpartsFLEET NATIONAL BANK, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed known to me to be execution the person whose name is subscribed to the foregoing instrument, and delivery acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this Subscription Agreement as __ day of the date hereinafter set forthMarch, 2002. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933____________________________ Notary Public EXHIBIT A TRADEMARKS TRADEMARK JURISDICTION REGISTRATION NO. --------- ------------ ---------------- EXHIBIT B CERTIFICATE The undersigned officer of NATIONAL SYNDICATIONS, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPINC. (the "Company") DOES HEREBY CERTIFY to FLEET NATIONAL BANK ("Agent") as agent for itself and certain other financial institutions ("Lenders") as are parties from time to time to the Credit Agreement among Agent, the Company, the other borrowers noted therein and Lenders, that the quality of the products and/or services associated with the Trademarks listed on Exhibit A of the Trademark Security Agreement dated March 19, 2002 between the Company and Agent (as amended from time to time to include future trademarks and trademark applications) (the "Agreement"), has been maintained at a level consistent with the quality of such products and/or services at the time of the execution of the Agreement.
Appears in 1 contract
Samples: Trademark Security Agreement (Cross Media Marketing Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature my hand and the seal of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED said Low Volatile Coals, Inc., a corporation, this _______ 31st day of ___________October, _____1967. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address [Executed] ------------------------------------------ Secretary of Subscriber Low Volatile Coals, Inc., a (residenceCorporate Seal) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number corporation WITNESS my hand and e-mail address By signing this acceptanceseal of said Sterling Smokeless Coal Company, a corporation, the Company agrees amended name of the surviving corporation, Low Volatile Coals, Inc. on October 31, 1967, this 31st day of October, 1967. (Corporate Seal) [Executed] ------------------------------------------ Secretary of Sterling Smokeless Coal Company, a corporation, the amended name of the surviving corporation, Low Volatile Coals, Inc., on October 31, 1967. The above and foregoing Agreement of Merger, having been authorized by all of the directors and executed by all of the board of directors and by the duly authorized officers under the corporate seal of each corporate party thereto, and having been duly submitted to and considered by the stockholders of each corporate party thereto, at a special meeting thereof separately called and held, in accordance with the statutes of the State of West Virginia, and having been duly adopted by the votes cast by ballot of the stockholders of each corporate party thereto, representing more than two-thirds (2/3) of the total number of issued and outstanding shares of the capital stock of each corporate party, all in accordance with the statutes of the State of West Virginia; and the fact that all the stockholders and members of the board of directors of both constituent corporations have determined that it is for the best interests and welfare of both constituent corporations that the name of the surviving corporation in this merger be changed from Low Volatile Coals, Inc. to Sterling Smokeless Coal Company; that the name of the surviving corporation of Low ------------------------------------------------- Volatile Coals, Inc., a corporation, be, and the same was, thereby amended and ------------------------------------------------------------------------------ changed to Sterling Smokeless Coal Company, a corporation; and that the --------------------------------------------------------- foregoing facts having been certified on said Agreement of Merger by the Secretary of Low Volatile Coals, Inc., a West Virginia corporation, and by the Secretary of Sterling Smokeless Coal Company, a West Virginia corporation, and by the Secretary of Sterling Smokeless Coal Company, a corporation, amended name of the surviving corporation of Low Volatile Coals, Inc., on October 31, 1967, under the respective corporate seals of each said corporate party, the President and Secretary of Low Volatile Coals, Inc., a corporation, the President and Secretary of Sterling Smokeless Coal Company, incorporated on November 18, 1926, and the President and Secretary of Sterling Smokeless Coal Company, the amended name of the surviving corporation, Low Volatile Coals, Inc., on October 31, 1967, do now sign the said Agreement of Merger under the respective corporate seals of each such corporation by authority of the board of directors and stockholders thereof as the respective act, deed and agreement of each of said corporations, on the 31st day of October, 1967. [Executed] [Ececuted] ------------------------------ --------------------------------------- President of Sterling Smoke- President of Low Volatile Coals, less Coal Company, a corp- Inc., a corporation. oration, amended name of surviving corporation, Low Volatile Coals, Inc., on [Executed] --------------------------------------- October 31, 1967. Secretary of Low Volatile Coals, Inc., a corporation. [Executed] [Executed] ----------------------------- --------------------------------------- Secretary of Sterling Smoke- President of Sterling Smokeless less Coal Company, a corporation, Coal Company, incorporated on amended name of surviving November 18, 1926. corporation, Low Volatile Coals, Inc., on October 31, 1967. [Executed] --------------------------------------- Secretary of Sterling Smokeless Coal Company, incorporated on November 18, 1926. XXXXX XX XXXX XXXXXXXX, XXXXXX XX XXXXXXX, XX: I, Xxxxxx Xxxxxxx, a Notary Public in and for said county and state aforesaid, do hereby certify that Xxx Xxxxxxxx, the President of Low Volatile Coals, Inc., a West Virginia corporation, who is personally known to me to be bound the same person whose name is subscribed to the foregoing Agreement of Merger as such president, and is personally known to me to be the president of such corporation, appeared before me this day in person and acknowledged that he signed, sealed and delivered the said Agreement of Merger as his free and voluntary act as such president and as the free and voluntary act, deed and agreement of said corporation, to wit, Low Volatile Coals, Inc., for the uses and purposes therein set forth, and further acknowledged said Agreement of Merger to be the free and voluntary act, deed and agreement of said corporation, and to have been authorized by all representationsthe board of directors of said corporation, warranties, covenants and agreements on pages 4to have been adopted by the affirmative votes (cast by ballot at a special meeting of the stockholders of said corporation duly called and held according to the statutes of the State of West Virginia governing the merger of corporations) of the stockholders representing more than two-12 hereof. This Subscription Agreement may be executed in any thirds (2/3) of the total number of counterparts, each the issued and outstanding shares of which, when so executed and delivered, shall constitute an original and all capital stock of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")said corporation.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERCORDISH AFFILIATE: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individualCORDISH TC, LLC, a Maryland limited liability company By: ------------------------- -----------------------------(SEAL) X ----------------------------------- ----------------------------------------- Name of witness Xxxxxxx X. Xxxxxx, Authorized signatory (if Subscriber is NOT an individualPerson SUBSIDIARY: TOWSON CIRCLE, LLC, a Maryland limited liability company By: ------------------------- -----------------------------(SEAL) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTName: ------------------- Title: ------------------ ESCROWEE: CHICAGO TITLE INSURANCE COMPANY, a New York corporation By: ------------------------- -----------------------------(SEAL) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) PerName: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance------------------- Title: ------------------ EXHIBIT "A" SCHEDULE OF PROJECT VACANT SPACE INFORMATION List each Project Vacant Space, the Company agrees size of such space, the TI and LC (as those terms are defined in Section 2.2 hereof) allocated to be bound by all representationssuch space, warranties, covenants the LEASING DEPOSIT allocated to such space and agreements on pages 4-12 hereofthe average (over a five year period) monthly PRO FORMA base rent and reimbursable expenses attributable to such space (the "MONTHLY PRO FORMA BASE RENT AND EXPENSES"). This Subscription Agreement may be executed in EXHIBIT "B" WIRE INSTRUCTIONS FOR DISBURSEMENT INTO THE OPERATIONS RESERVE (To the extent that any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions.) EXHIBIT "C" WIRE INSTRUCTIONS FOR DISBURSEMENTS TO WITHDRAWING MEMBER (To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions.) EXHIBIT "D" WIRE INSTRUCTIONS FOR DISBURSEMENTS TO SUBSIDIARY (To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions.) CONTRIBUTION AGREEMENT TOWSON CIRCLE EXHIBIT 1.3.1(b) ON THE CLOSING DATE, SUBSIDIARY (ACTING BY AND THROUGH HOLDING COMPANY), CORDISH AND ESCROWEE SHALL EACH EXECUTE AND DELIVER TO EACH OTHER THAT CERTAIN LIQUIDITY AMOUNT ESCROW AGREEMENT (THE "SUBSCRIPTION LIQUIDITY AMOUNT ESCROW AGREEMENT") RELATES TO AN OFFERING OF SECURITIES THAT IS IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS THE FORM ATTACHED HERETO AS EXHIBIT "1.3.1 (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED b)". EXHIBIT "1.3.1 (THE b)" TOWSON CIRCLE LIQUIDITY AMOUNT ESCROW AGREEMENT THIS LIQUIDITY AMOUNT ESCROW AGREEMENT (this "1933 ACTAGREEMENT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWSis made and entered into as of the 21, ANDday of July, UNLESS SO REGISTERED2004, NONE MAY BE OFFERED OR SOLDby and among CORDISH TC, DIRECTLY OR INDIRECTLYLLC, IN THE UNITED STATES OR TO U.S. PERSONS a Maryland limited liability company (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "CompanyCORDISH AFFILIATE"), TOWSON CIRCLE, LLC, a Maryland limited liability company, ("SUBSIDIARY"), and CHICAGO TITLE INSURANCE COMPANY, a New York corporation ("ESCROWEE").
Appears in 1 contract
Samples: Contribution Agreement (Inland Western Retail Real Estate Trust Inc)
WITNESS. EXECUTION BY SUBSCRIBERCLEAN HARBORS, INC. /s/ Xxxx Xxxxxxxxx, Xx. By: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is /s/ Xxxxxxx X. Xxxxxxxx ------------------------ ---------------------------- Name: Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President THIS NOTE HAS NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. QUALIFIED UNDER STATE SECURITIES LAWSLAWS AND MAY NOT BE TRANSFERRED, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY ASSIGNED, PLEDGED, HYPOTHECATED OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS OTHERWISE DISPOSED OF EXCEPT (AS DEFINED HEREINA) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR (B) IF SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT DATED AS OF APRIL 12, 2001 AMONG THE HOLDER, THE COMPANY, THE SUBSIDIARIES AND CONGRESS FINANCIAL CORPORATION (Non U.S. Subscribers OnlyNEW ENGLAND) TOWHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANY'S OBLIGATIONS TO THE HOLDER TO THE COMPANY'S OBLIGATIONS TO THE HOLDERS OF SENIOR INDEBTEDNESS AS DEFINED IN SAID AGREEMENT. CLEAN HARBORS, INC. 16% SENIOR SUBORDINATED NOTE DUE 2008 $13,500,000 Boston, Massachusett Note No. SSN-1 April 30, 2001 PPN: INDEPENDENCE ENERGY CORP. 184496 A@ 6 FOR VALUE RECEIVED, Clean Harbors, Inc., a Massachusetts corporation (the "Company"), promises to pay to Xxxx Xxxxxxx Life Insurance Company ("Holder"), the principal sum of Thirteen Million Five Hundred Thousand Dollars ($13,500,000) pursuant to the terms of that certain Securities Purchase Agreement dated as of April 12, 2001 (as the same may at any time be amended, modified or supplemented, the "Securities Purchase Agreement"), among the Company and the Purchasers. This Note is one of the 16% Senior Subordinated Notes (the "Senior Subordinated Notes") issued pursuant to the Securities Purchase Agreement. Capitalized terms used herein without definition shall have the meanings set forth in the Securities Purchase Agreement. The Company also promises to pay interest on the unpaid principal amount of this Note from the date hereof until paid in full at the rates and at the times as determined under and in accordance with the provisions of the Securities Purchase Agreement and to pay on demand any Make Whole Amount that becomes due on this Note in accordance with the terms of the Securities Purchase Agreement. This Note is subject to and entitled to the benefits of the Securities Purchase Agreement, ratably with all other Senior Subordinated Notes. Reference is hereby made to the Securities Purchase Agreement for a more complete statement of the terms and conditions under which this Note was issued and is to be repaid. A copy of the Securities Purchase Agreement will be provided by the Company without charge to, and upon the request of, the Holder. All payments of principal and interest and other amounts in respect of this Note shall be made in lawful money of the United States of America in same day funds to the Holder at the address provided in the Securities Purchase Agreement, or at such other place as shall be designated in writing for such purposes in accordance with the terms of the Securities Purchase Agreement. This Note has been registered on the books and records of the Company and, as provided in the Securities Purchase Agreement, upon surrender of this Note for registration of transfer in accordance with the Securities Purchase Agreement, a new Note for a like principal amount will be issued to, and registered on the books and records of the Company in the name of, the transferee. Each Holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; however, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment and prepayment at the option of the Company, in certain circumstances with a Make Whole Amount, as provided in the Securities Purchase Agreement. The Company must make an offer to prepay this Note in the event of a Change in Control pursuant to Section 4.4 of the Securities Purchase Agreement. The obligations of the Company under this Note shall be guaranteed by the Subsidiaries of the Company from time to time as provided in Section 5.12 of the Securities Purchase Agreement. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon and any Make Whole Amount, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Securities Purchase Agreement. The terms of this Note are subject to amendment only in the manner provided in the Securities Purchase Agreement. The Company promises to pay all reasonable costs and expenses, including attorneys fees, all as provided in the Securities Purchase Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby waive diligence, presentment, protest, demand and notices of every kind (other than to the extent specifically required by the Securities Purchase Agreement) and, to the full extent permitted by law, all suretyship defenses generally and the right to plead any statute of limitations as a defense to any demand hereunder. THIS NOTE IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT GIVING EFFECT TO ANY LAWS OR RULES RELATING TO CONFLICTS OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS).
Appears in 1 contract
Samples: Clean Harbors Inc
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____2011. ----------------------------------------- INDEPENDENCE ENERGY CORP. ENERTOPIA CORPORATION Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated: X ----------------------------------- ----------------------------------------- Signature ------------------- [SEAL] ATTEST: PROMOTIONS.COM, INC. By: By: -------------------------- ------------------------------- Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By: --------------------------------- Authorized Officer Form of witness Signature Reverse Side of individual Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Right Certificate.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of FOR VALUE RECEIVED___________, ______ hereby sells, assigns and transfers unto ----------------------------------------------------------- ---------------------------------------------------------------------- (Please print name and address of transferee) ---------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address Dated: ------------, ---- --------------------------------- Signature Signature Guaranteed: ------------------------------------------------------------------------------ The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Right Agreement) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may --------------------------------- Signature Form of Reverse Side of Right Certificate -- continued ----------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER6 50 Appendix A To Assignment of Federal Contract Notice of Assignment Date: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this --------------- To: Contracting Officer [Address] Re: CONTRACT NUMBER ___________ day (the "Contract") MADE BY THE UNITED STATES OF AMERICA By: Department of the [Applicable U.S. Government Agency] [Address] with [Name of Subsidiary] (the "Contractor") [Address] for manufacture and support of a [Brief description of Subject of Contract] dated -------------- PLEASE TAKE NOTICE that moneys due or to become due under the Contract have been assigned to BANK OF AMERICA, N.A., pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 USC Section 3727 and 41 USC Section 15). A true copy of the Assignment executed by the Contractor on the date hereof (the "Assignment") is attached to the original of this Notice of Assignment. Please file this original Notice of Assignment along with the copy of the Assignment in the contract file for the Contract and forward one of the enclosed copies of this Notice of Assignment to the current disbursing office for the Contract. Payments due or to become due under the Contract should be made (i) if by mail, to BANK OF AMERICA, N.A., ____________________, (ii) if by electronic transfer, to BANK OF AMERICA, for the account of ______________________, Bank Account #__________, Agent ABA#_____________, and (iii) if by wire transfer, to BANK OF AMERICA, N.A., for the account of __________________________, Bank Account #_________, ABA#_________. ----------------------------------------- INDEPENDENCE ENERGY CORPPlease return enclosed copies of this Notice of Assignment with appropriate notations showing the date and hour of receipt, and duly signed by the person acknowledging receipt on behalf of the addressee, to Bank of America, N.A., 6610 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Xxtention:_____________. Address Very truly yours, HAGLXX XXXLLY RISK ADVISORS, INC. By: ------------------------ Name: Title: Receipt is hereby acknowledged of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number the above notice and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed a copy of this Subscription Agreement by electronic facsimile transmission or other means the above mentioned instrument of electronic communication capable assignment. These were received at _________[A.M.] [P.M.] on ______________________, 2000. ------------------------------------ Name: Title: on behalf of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Contracting Officer [Address]
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signatures of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Company and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of _____________, ____. ATTEST: SOUTHWEST AIRLINES CO. [SEAL] By: -------------------------------- ------------------------------ Secretary President Authentication: This is one of the Right Certificates referred to in the within-mentioned Rights Agreement. CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ----------------------------- Authorized Signatory -7- 8 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, _________________________ hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated as of ___________________, ____. ----------------------------------------- INDEPENDENCE ENERGY CORP------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, savings institution or other eligible institution participating in a signature guarantee medallion program recognized by the Securities Transfer Association, Inc. ------------------------------------------------------------------------------ [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Address ------------------------- Signature -------------------------------------------------------------------------------- -8- 9 [Form of Subscriber Reverse Side of Right Certificate -- continued] FORM OF ELECTION TO PURCHASE (residenceTo be executed if holder desires to exercise the Right Certificate) PerTO SOUTHWEST AIRLINES CO.: ----------------------------------- ----------------------------------------- Authorized signatory Telephone The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Right Certificate to purchase the Common Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities) be issued in the name of: Please insert social security or other identifying number: ----------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and e-mail address By signing delivered to: Please insert social security or other identifying number: ------------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated as of , . -------------------- ---- --------------------------- Signature [Form of Reverse Side of Right Certificate -- continued] Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, savings institution or other eligible institution participating in a signature guarantee medallion program recognized by the Securities Transfer Association, Inc. ------------------------------------------------------------------- [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this acceptanceRight Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the foregoing Form of Assignment or Form of Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be bound by all representations, warranties, covenants an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and agreements on pages 4-12 hereof. This Subscription Agreement may such Assignment or Election to Purchase will not be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")honored.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: __________________________________________________ X ----------------------------------- ----------------------------------------- ________________________________________________ Signature of witness Signature of individual (if Subscriber IS is an individual) __________________________________________________ X ----------------------------------- ----------------------------------------- ________________________________________________ Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- __________________________________________________ __________________________________________________ Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this __________________________________________________ __________________________________________________ Name of authorized signatory (please print) ACCEPTED this day of ___________, _____. ----------------------------------------- INDEPENDENCE __________________________________________________ UNIONTOWN ENERGY CORPINC. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- _________________________________________________ __________________________________________________ Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE UNIONTOWN ENERGY CORPINC. (the "“Company"”)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Uniontown Energy Inc.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Name of witness Address of witness X Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORPPACIFIC GREEN TECHNOLOGIES INC. Per: Authorized signatory Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPPACIFIC GREEN TECHNOLOGIES INC. (the "“Company")”) Purchase of Shares
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Pacific Green Technologies Inc.)
WITNESS. EXECUTION BY SUBSCRIBERBy: X ----------------------------------- ----------------------------------------- Signature ---------------------------------- -------------------------------- Name: ---------------------------------- ------------------------------ Title: ----------------------------- EXHIBIT F-2 Form of witness Signature of individual Note Promissory Note (if Subscriber IS an individualSwing Line Loan) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this $______________ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _________ ______ __, 199_ FOR VALUE RECEIVED, DELTA BEVERAGE GROUP, INC., a Delaware corporation having its principal place of Subscriber business located in Memphis, Tennessee (residencethe "Borrower"), hereby promises to pay to the order of NATIONSBANK, N.A. ("NationsBank"), in its individual capacity, at the office of NationsBank located at One Independence Center, 15th Floor, 000 Xxxxx Xxxxx Xxxxxx, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as NationsBank may designate in writing) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceat the times set forth in the Credit Agreement dated as of December __, 1996, among the Borrower, the Company agrees financial institutions party thereto (collectively, the "Lenders") and NationsBank, as Agent (the "Agreement" -- all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America, in immediately available funds, the principal amount of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00) or, if less than such principal amount, the aggregate unpaid principal amount of all Swing Line Loans made by NationsBank to the Borrower pursuant to the Agreement on the Revolving Credit Termination Date and to pay interest from the date hereof on the unpaid principal amount thereof, in like money, at said office, on the dates and at the rates provided in ARTICLE II of the Agreement. All or any portion of the principal amount of Swing Line Loans may be prepaid or required to be bound by prepaid as provided in the Agreement. If payment of all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription sums due hereunder is accelerated under the terms of the Agreement may be or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount and accrued but unpaid interest shall bear interest which shall be payable on demand at the rates per annum set forth in the proviso to SECTION 2.2 (A) of the Agreement. Further, in the event of such acceleration, this Note shall become immediately due and payable, without presentment, demand, protest or notice of any number of counterpartskind, each of which, when so executed and delivered, shall constitute an original and all of which together are hereby waived by the Borrower. In the event any amount evidenced by this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees, and interest due hereunder thereon at the rates set forth above. Interest hereunder shall constitute one instrumentbe computed as provided in the Agreement. Delivery This Note is the Note evidencing the Swing Line Loans referred to in the Agreement and is issued pursuant to and entitled to the benefits and security of an executed copy the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Swing Line Loans evidenced hereby were or are made and are to be repaid. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement. All Persons bound on this Subscription Agreement obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by electronic facsimile transmission law the benefits of all provisions of law for stay or delay of execution or sale of property or other means satisfaction of electronic communication capable judgment against any of producing a printed copy will them on account of liability hereon until judgment be deemed to obtained and execution issues against any other of them and returned satisfied or until it can be execution and delivery of this Subscription Agreement as shown that the maker or any other party hereto had no property available for the satisfaction of the date hereinafter set forthdebt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Protest, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTnotice of protest, OR ANY U.S. STATE SECURITIES LAWSnotice of dishonor, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")diligence or any other formality are hereby waived by all parties bound hereon.
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WITNESS. EXECUTION our signatures to this Loan Agreement: Borrower: Broad Street Operating Partnership, LP A DELAWARE LIMITED PARTNERSHIP By: Broad Street OP GP, LLC a Delaware limited liability company its General Partner By: /s/ Xxxxxxx X. Xxxxxx (seal) Xxxxxxx X. Xxxxxx Chief Executive Officer BROAD STREET REALTY, INC. A DELAWARE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx (seal) Xxxxxxx X. Xxxxxx Chief Executive Officer BROAD STREET REALTY, LLC a Maryland limited liability company By: /s/ Xxxxxxx X. Xxxxxx (seal) Xxxxxxx X. Xxxxxx Chief Executive Officer Guarantor: BSV Xxxxxxxx Land LLC a Maryland limited liability company By:/s/ Xxxxxxx X. Xxxxxx (seal) Xxxxxxx X. Xxxxxx Chief Executive Officer /s/ Xxxxxxx X. Xxxxxx (seal) XXXXXXX X. XXXXXX (individually) PROMISSORY NOTE (Commercial Term Note) $4,500,000.00 Dated as of December 27, 2019 IN RETURN FOR A LOAN MADE, OR RECEIVED CONTEMPORANEOUSLY BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual THE UNDERSIGNED (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________the “Loan”), _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptancefor other good value received, the Company agrees undersigned, Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad Street Realty, LLC, a Maryland limited liability company, their respective successors and/or assigns (collectively, the “Borrower” for clerical convenience), hereby jointly and severally promise to be bound by all representationspay to the order of MVB BANK, warrantiesINC., covenants a West Virginia banking corporation, its successors and/or assigns (the “Lender”), the principal sum of Four Million Five Hundred Thousand and agreements on pages 4-12 hereof. This Subscription Agreement may be executed 00/100 Dollars ($4,500,000.00), without setoff (the “Principal”), in any number immediate available funds in lawful money of counterpartsthe United States of America, each of which, when so executed and delivered, shall constitute an original together with interest at the rate or rates specified in this Promissory Note (“Note”) and all of which together other amounts owing pursuant to this Note. The Borrower shall constitute one instrument. Delivery of an executed copy of pay this Subscription Agreement by electronic facsimile transmission Note at the Lender's address as set forth below, or at such other means of electronic communication capable of producing a printed copy will be deemed address as Lender may designate from time to be execution and delivery of this Subscription Agreement time, in accordance with the terms as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")provided.
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WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this day of _______ day of ________________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORPNEW MEDIA INSIGHT GROUP INC. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address Authorized signatory By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. New Media Insight Group Inc. (the "“Company"”)
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Samples: Private Placement Subscription Agreement (New Media Insight Group, Inc.)
WITNESS. EXECUTION BY SUBSCRIBERATTEST: X ----------------------------------- ----------------------------------------- Signature CNX MARINE TERMINALS, INC., a Delaware corporation By: By: Name: Name: XXXXX X. XXXXXXXXX Title: Title: PRESIDENT The mailing address of witness Signature of individual the Grantor is: CNX MARINE TERMINALS, INC. c/o Consol Energy, Inc. CONSOL Plaza, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTMARYLAND) ACCEPTED AND AGREED TO: BENEFICIARY: WITNESS: XXXXX X. XXXXXXXX By: By: Name: Name: XXXXX X. XXXXXXXX Title: COLLATERAL TRUSTEE The mailing address of the Beneficiary is: c/o Wilmington Trust Company Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (MARYLAND) STATE OF ) ) SS: COUNTY OF ) On this _______ the day of ___________March, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance2005, before me, the Company agrees undersigned officer, personally appeared XXXXX X. XXXXXXXXX, who acknowledged himself to be bound the PRESIDENT of CNX MARINE TERMINALS INC., and that he as such Officer being authorized so to do, executed the foregoing instrument for the purposes therein contained, by all representationssigning the name of the corporation by him as such officer. In Witness Whereof I have hereunto set my hand and official seal. My commission expires: Notary Public [Notarial Seal] SECURITY AGREEMENT, warrantiesASSIGNMENT OF RENTS AND LEASES, covenants FINANCING STATEMENT AND FIXTURE FILING (MARYLAND) STATE OF ) ) SS: COUNTY OF ) On this the day of March, 2005, before me, the undersigned, personally appeared XXXXX X. XXXXXXXX, not in his individual capacity, but solely as Collateral Trustee, and agreements that he being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing his name as such trustee. In Witness Whereof I have hereunto set my hand and official seal. My commission expires: Notary Public [Notarial Seal] CERTIFICATION TO FIRST AMENDMENT TO INDEMNITY DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (MARYLAND) This instrument was prepared by Xxxxxxx X. Xxxxxxx on pages 4-12 hereof. This Subscription behalf of Xxxxx X. Xxxxxxxx, not in his individual capacity, but solely as Collateral Trustee By: Name: Xxxxxxx X. Xxxxxxx Tax Parcel ID No.: 0366071100800 Tax Parcel ID No.: 0366071100800 FIRST AMENDMENT TO INDEMNITY DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (MARYLAND) by and from CNX MARINE TERMINALS, INC., “Grantor” to XXXXX X. XXXX “Trustee” for the Benefit of XXXXX X. XXXXXXXX, not in his individual capacity, but solely as Collateral Trustee, pursuant to that certain Collateral Trust Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement dated as of June 30, 2004, as amended by that certain Amendment No. 1 to the date Collateral Trust Agreement dated as of April 1, 2005, for the benefit of (i) the Collateral Trustees (as defined in such Collateral Trust Agreement), (ii) the Lenders under the Credit Agreement, (iii) the holders of the Senior Notes (1991) and the Senior Notes (2002), and (iv) any other Persons from time to time holders of the Secured Debt (as all such terms are hereinafter set forthdefined), “Beneficiary” dated March , 2005, effective April 1, 2005 Location: Municipality: County: State: 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxx GRANTOR IS NOT PRIMARILY LIABLE FOR THE PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE NOTES. THE MAXIMUM ORIGINAL PRINCIPAL AMOUNT OF INDEBTEDNESS SECURED BY THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT AMENDMENT TO DEED OF TRUST IS ONE BILLION, ONE HUNDRED FIFTY MILLION DOLLARS ($1,150,000,000), PLUS ALL INTEREST, COSTS, EXPENSES AND ADVANCES MADE HEREUNDER. THE "SUBSCRIPTION AGREEMENT") RELATES DEED OF TRUST WHICH IS MODIFIED BY THIS AMENDMENT SECURES A THIRD PARTY GUARANTEE OF REPAYMENT OF CERTAIN LOANS AND EXTENSIONS OF CREDIT. NO MARYLAND RECORDATION TAX IS PRESENTLY DUE PURSUANT TO AN OFFERING SECTION 12-105(f), TAX PROPERTY ARTICLE, ANNOTATED CODE OF SECURITIES IN AN OFFSHORE TRANSACTION MARYLAND, AS AMENDED NOTE TO PERSONS WHO ARE NOT U.S. PERSONS CLERK: THE DEED OF TRUST THAT THIS AMENDMENT MODIFIES CONSTITUTES A FIXTURE FILING AND COVERS AS-EXTRACTED COLLATERAL UNDER THE UCC (AS DEFINED HEREIN) PURSUANT AND IS CROSS-REFERENCED IN THE UCC RECORDS. THE SECURED PARTY (BENEFICIARY) DESIRES THIS AMENDMENT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (FIXTURE FILING AND FINANCING STATEMENT COVERING AS-EXTRACTED COLLATERAL TO BE INDEXED AGAINST THE "1933 ACT"). NONE RECORD OWNER OF THE SECURITIES TO WHICH REAL ESTATE DESCRIBED HEREIN. After Recording, the Recorder is requested to return this Deed of Trust to: Xxxxxxx X. Xxxxxxx, Esquire Xxxxxxxx Xxxxxxxxx Professional Corporation 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 EXHIBIT 1.1(G)(1) FORM OF GUARANTOR JOINDER AND ASSUMPTION AGREEMENT THIS SUBSCRIPTION GUARANTOR JOINDER AND ASSUMPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTis made as of , OR ANY U.S. STATE SECURITIES LAWS20 , ANDby , UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. a [corporation/partnership/limited liability company] (the "Company"“New Guarantor”).
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WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _____________. [SEAL] ATTEST: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this CROWN LABORATORIES, INC. By___________________________ day By__________________________ Name: Name: Title: Title: Countersigned: ______________________ By:__________________________ Authorized Signatory Name: Title: B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________ hereby sells, assigns and transfers unto _________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ________________, ____ ________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ----------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Rights Agreement) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ________________________________ Signature B-4 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
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WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- __________________________________________________ Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- __________________________________________________ Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Brockton Capital Corp. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 4 – 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. TRUST FUNDS (USD) INSTRUCTIONS FOR WIRING FUNDS TO XXXXX XXXXXX LLP HSBC BANK USA XXX XXXX XXXXXX XXXXXXX, XXX XXXX 00000 ABA NO.: 021 001 088 SWIFT CODE: XXXXXXXX ACCOUNT NO.: 000050881 For further credit to: HSBC BANK CANADA 000 XXXX XXXXXXX XXXXXX XXXXXXXXX, XXXXXXX XXXXXXXX X0X 0X0 XXXXXX ACCOUNT NAME: XXXXX XXXXXX LLP U.S. TRUST ACCOUNT NO.: 491689-002 TRANSIT NO.: 10020 BANK CODE: 16 PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND OUR FILE NUMBER 32051-0001/VZH NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE WHICH IS FOUR MONTHS FROM THE CLOSING DATE. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY BROCKTON CAPITAL CORP. (the "“Company")”) Suite 604 – 000 Xxxx Xxxxxx Xxxxxx Vancouver, BC V6C 2T7
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Samples: Private Placement Subscription Agreement (Megawest Energy Corp.)
WITNESS. EXECUTION BY SUBSCRIBERBY: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ Barbxxx X. Xxxfect PREFERRED EQUITIES CORPORATION ---------------------------------- BY: [SIG] BY: Sedgxxxx Xxxxx xx Nevada, Inc. ---------------------------------- ---------------------------------- Vice President/Secretary COUNTERSIGNED THIS 13th day of ___________February 1996 INSURANCE COMPANY OF THE WEST BY: Cherxx Xxxx ---------------------------------- Debbxx X. Xxxxxx (NEVADA AGENT) ---------------------------------- DEBBXX X. XXXXXX XXTORNEY-IN-FACT SEDGXXXX XXXXX XX NEVADA, _____INC. ----------------------------------------- INDEPENDENCE ENERGY CORP3380 X. XXXXXX XXX. Address #000 XXX XXXXX, XX 00000 INSURANCE COMPANY OF THE WEST HOME OFFICE: SAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That INSURANCE COMPANY OF THE WEST, a California Corporation, does hereby appoint: DEBBXX X. XXXXXX xxs true and lawful Attorney(s)-in-Fact, with full power and authority, to execute, on behalf of Subscriber (residence) Perthe Company, fidelity and surety bonds, undertakings, and other contracts of suretyship of a similar nature. This Power of Attorney is granted and is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors on the 22nd day of November, 1994, which said Resolution has not been amended or rescinded and of which the following is a true copy: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance"RESOLVED, that the Chairman of the Board, the Company agrees President, an Executive Vice President or a Senior Vice President of the Company, and each of them, is hereby authorized to be bound by all representationsexecute Powers of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company, warrantiesfidelity and surety bonds, covenants undertakings, or other contracts of suretyship of a similar nature; and agreements on pages 4-12 hereofto attach thereto the seal of the Company; provided however, that the absence of the seal shall not affect the validity of the instrument. This Subscription Agreement FURTHER RESOLVED, that the signatures of such officers and the seal of the Company, and the signatures of any witnesses, the signatures and seal of any notary, and the signatures of any officers certifying the validity of the Power of Attorney, may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement affixed by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE facsimile."SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
Samples: Subdivision Improvement Agreement (Mego Financial Corp)
WITNESS. EXECUTION BY SUBSCRIBERPATTERSON ENERGY, INC. To: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual Patterson Energy, Inc. Dated: ----------------------- The undersigned, pursuant to the provisions set forth in the attached Warrant (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this Certificate No. W-_______ day _________), hereby agrees to subscribe for the purchase of ______________ shares of the Common Stock ("Restricted Shares") of Patterson Energy, Inc. (the "Company") covered by such Warrant and makes payment herewith in full therefor at the price per share provided by such Warrant. The undersigned is acquiring the Restricted Shares for his own account with the present intention of holding the Restricted Shares for purposes of investment, and he has no intention of selling any of the Restricted Shares in a public distribution in violation of federal securities laws or any applicable state securities laws and none of such Restricted Shares may be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of by the undersigned unless (a) a registration statement under the Securities Act of 1933, as amended (the "Act") covering the Restricted Shares has become effective so as to permit the sale or other disposition of such shares by the undersigned; or (b) there is presented to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or other proposed disposition of the Restricted Shares by the undersigned may lawfully be made otherwise than pursuant to an effective registration statement under the Act. Signature: -------------------------- Address: ---------------------------- ------------------------------------ PATTERSON ENERGY, INC. ASSIGNMENT FOR VALUE RECEIVED, ______________________________________________ _______________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (Certificate No. ----------------------------------------- INDEPENDENCE ENERGY CORPW-_______________) with respect to the number of shares of Common Stock of Patterson Energy, Inc. covered thereby set forth below, unto: Names of Assignee ("Assignee") Address No. Address of Subscriber (residence) PerShares ------------------------------ ------- ------------- Signature: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")---------------------------------------------
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERthe due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. BORROWER: X ----------------------------------- ----------------------------------------- Signature NEW EARTH LNG, LLC By: /s/ Kxxxx X. Xxxxxx Name: Kxxxx X. Xxxxxx Title: President LOAN PARTIES: PNG VENTURES, INC. By: /s/ Kxxxx X. Xxxxxx Name: Kxxxx X. Xxxxxx Title: Interim Chief Executive Officer APPLIED LNG TECHNOLOGIES USA, L.L.C. By: New Earth LNG, LLC, its sole member By: /s/ Kxxxx X. Xxxxxx Name: Kxxxx X. Xxxxxx Title: President FLEET STAR, INC. By: /s/ Kxxxx X. Xxxxxx Name: Kxxxx X. Xxxxxx Title: President EARTH LEASING, INC. By: /s/ Kxxxx X. Xxxxxx Name: Kxxxx X. Xxxxxx Title: President ARIZONA LNG, L.L.C. By: New Earth LNG, LLC, its sole member By: /s/ Kxxxx X. Xxxxxx Name: Kxxxx X. Xxxxxx Title: President AGENT AND LENDERS: FOURTH THIRD LLC, as Agent and a Lender By: /s/ Sxxx X. Xxxxx Name: Sxxx X. Xxxxx Title: Authorized Signatory EXHIBIT A CONSENT AND REAFFIRMATION Each of witness Signature the undersigned (“Guarantors”) hereby (i) acknowledges receipt of individual a copy of the foregoing Amendment No. 4; (if Subscriber IS an individualii) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory consents to Borrower’s execution and delivery thereof and approves and consents to the transactions contemplated thereby; (if Subscriber is NOT an individualiii) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants thereby; and agreements on pages 4-12 hereof(iv) affirms that nothing contained therein shall modify or diminish in any respect whatsoever its obligations under the Guarantee and Collateral Agreement and the other Loan Documents to which it is a party and reaffirms that such Guarantee and Collateral Agreement is and shall continue to remain in full force and effect. This Subscription Agreement may be executed acknowledgement by Guarantors is made and delivered to induce Agent and Lenders to enter into Amendment No. 4, and Guarantors acknowledge that Agent and Lenders would not enter into Amendment No. 4 in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as the absence of the date hereinafter acknowledgements contained herein. Although Guarantors have been informed of the matters set forthforth herein and have acknowledged and agreed to same, Guarantors understand that Agent and Lenders have no obligation to inform Guarantors of such matters in the future or to seek Guarantors’ acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Capitalized terms used herein without definition shall have the meanings given to such terms in the Amendment No. 4 to which this Consent is attached or in the Credit Agreement referred to therein, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")as applicable.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERBy: X ----------------------------------- ----------------------------------------- Signature ----------------------------- ---------------------------------------- Name: -------------------------------------- Title: ----------------------------- ------------------------------------- 121 EXHIBIT F-2 Form of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of __Swing Line Note Swing Line Note $15,000,000 _________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _________ June 10, 1998 FOR VALUE RECEIVED, UNICAPITAL CORPORATION (the "Borrower") hereby promises to pay to NATIONSBANK, NATIONAL ASSOCIATION or its assigns (the "Lender"), in its individual capacity, at the office of Subscriber NATIONSBANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (residencethe "Agent"), located at One Independence Center, 101 Xxxxx Xxxxx Xxxxxx, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceat the times set forth in the Credit Agreement dated as of June 10, 1998 among the Borrower, the Company agrees financial institutions party thereto (collectively, the "Lenders") and the Agent (as amended and supplemented and in effect from time to time, the "Agreement" -- all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America, in immediately available funds, the lesser of (i) the principal amount of FIFTEEN MILLION DOLLARS ($15,000,000) or (ii) if less than such principal amount, the aggregate unpaid principal amount of all Swing Line Loans made by the Lender to the Borrower pursuant to the Agreement on the Revolving Credit Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of Loans may be prepaid or may be required to be bound by prepaid as provided in the Agreement. If payment of all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription sums due hereunder is accelerated under the terms of the Agreement may be or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount and accrued but unpaid interest shall bear interest which shall be payable on demand at the rates per annum set forth in the proviso to Section 2.2(a) of the Agreement. Further, in the event of such acceleration, this Note shall become immediately due and payable, without presentation, demand, protest or notice of any number of counterpartskind, each of which, when so executed and delivered, shall constitute an original and all of which together are hereby waived by the Borrower. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees, and interest due hereunder thereon at the rates set forth above. Interest hereunder shall constitute one instrumentbe computed as provided in the Agreement. Delivery This Note is the Swing Line Note in the aggregate principal amount of an executed copy US$15,000,000 referred to in the Agreement and is issued pursuant to and entitled to the benefits and security of the 122 Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Swing Line Loans evidenced hereby were or are made and are to be repaid. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement. All Persons bound on this Subscription Agreement obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by electronic facsimile transmission law the benefits of all provisions of law for stay or delay of execution or sale of property or other means satisfaction of electronic communication capable judgment against any of producing a printed copy will them on account of liability hereon until judgment be deemed to obtained and execution issues against any other of them and returned satisfied or until it can be execution and delivery of this Subscription Agreement as shown that the maker or any other party hereto had no property available for the satisfaction of the date hereinafter set forthdebt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Protest, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTnotice of protest, OR ANY U.S. STATE SECURITIES LAWSnotice of dishonor, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")diligence or any other formality are hereby waived by all parties bound hereon.
Appears in 1 contract
Samples: Credit Agreement (Unicapital Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual EXECUTIVE /s/ Xxxxxxxx Xxxxx /s/ Xxxx X. Xxxxxxxxxx ------------------ ---------------------- Xxxx X. Xxxxxxxxxx EXHIBIT A COLONY RIH HOLDINGS, INC. 2001 OMNIBUS STOCK INCENTIVE PLAN XXXX X. XXXXXXXXXX STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________"Agreement"), _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement dated as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT first day of October, 2001 (THE the "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACTEffective Date"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWSby and between COLONY RIH HOLDINGS, ANDINC., UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. a Delaware corporation (the "Company"), and XXXX X. XXXXXXXXXX (the "Optionee") in his capacity as the Senior Vice President - Slot Operations of the Resorts International Hotel, Inc., a New Jersey corporation and a Subsidiary of the Company ("Resorts"). Pursuant to the Colony RIH Holdings, Inc. 2001 Omnibus Stock Incentive Plan (the "Plan"), the Board of Directors of the Company (the "Board"), as the Administrator of the Plan, has determined that the Optionee is to be granted an option (the "Option") to purchase shares of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), and shares of the Company's Class B Common Stock, par value $.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), each on the terms and conditions set forth herein, and hereby grants such Option. Such grants shall be deemed to satisfy in full the obligations under Paragraph 4(b) of that certain Employment Agreement between the Optionee and Resorts, as hereinafter amended (the "Employment Agreement"). Such grants shall also be conditioned on the Optionee agreeing to be bound by the Stockholders Agreement (as defined below) with respect to the Common Stock, and shall evidence such agreement by executing a joinder agreement substantially in the form of Exhibit A attached hereto. All capitalized terms not defined herein shall have their respective meanings set forth in the Plan.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signatures of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Company and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of _____________, ____. ATTEST: SYMBION, INC. _____________________________________ By:________________________ Name:________________________________ Name:______________________ Title:_______________________________ Title:_____________________ Authentication: This is one of the Rights Certificates referred to in the within-mentioned Rights Agreement. SunTrust Bank, as Rights Agent By:______________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto _________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated as of ___________________, ____. ----------------------------------------- INDEPENDENCE ENERGY CORP___________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of NASD Regulation, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may ---------------------------------------------------- [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in any the Rights Agreement). ___________________________ Signature [Form of Reverse Side of Rights Certificate -- continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Certificate) TO SYMBION, INC. The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Certificate to purchase the Preferred Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares (or other securities) be issued in the name of: Please insert social security or other identifying number: --------------------- -------------------------------------------------------- (Please print name and address) If such number of counterpartsRights shall not be all the Rights evidenced by this Rights Certificate, each a new Rights Certificate for the balance remaining of which, when so executed such Rights shall be registered in the name of and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission delivered to: Please insert social security or other means of electronic communication capable of producing a printed copy will be deemed to be execution identifying number: --------------------- -------------------------------------------------------- (Please print name and delivery of this Subscription Agreement address) Dated as of _____________, ____. ___________________________ Signature [Form of Reverse Side of Rights Certificate -- continued] Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of NASD Regulation, Inc., or a commercial bank or trust company having an office or correspondent in the date hereinafter set forthUnited States. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT -------------------------------------------------------- [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"as defined in the Rights Agreement). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
Samples: Rights Agreement (Symbion Inc/Tn)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature WHEREOF , the parties hereto have executed this Agreement as of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ the day of and year first set forth above. HXXXX XXXXXX, INC. ___________, ________________ Mxxxxxx X. Xxxxxxxx Senior Vice President, Corporate & Legal Affairs and Chief of Staff PARTICIPANT [Electronic Signature] [Participant Name] [Acceptance Date] ANNEX Additional Country Specific Terms and Conditions for the Restricted Stock Unit Agreement This Annex 1 includes additional terms and conditions that govern the Restricted Stock Units granted to the Participant under the Plan if the Participant works or resides in, or is otherwise subject to the taxes imposed by, one of the countries listed below. ----------------------------------------- INDEPENDENCE ENERGY CORPThis Annex 1 also includes other information that may impact the Participant’s participation in the Plan. Address Certain capitalized terms used but not defined in this Annex 1 have the meanings set forth in the Plan and/or the Agreement. This Annex 1 forms part of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number the Agreement and e-mail address By signing this acceptanceshould be read in conjunction with the Agreement and the Plan. The Participant agrees to sign any additional agreements or undertakings that may be necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan. Furthermore, the Company agrees Participant acknowledges that the applicable law of the country in which the Participant is subject to taxes or is residing or working at the time of grant or vesting of the Restricted Stock Units or the sale of shares of Common Stock received pursuant to the Restricted Stock Units (including any rules or regulations governing securities, foreign exchange, tax, labor, employment, or other matters) may restrict or prevent the issuance of shares of Common Stock or subject the Participant to additional terms and conditions or procedural or regulatory requirements that the Participant is or will be bound by all representations, warranties, covenants solely responsible for and agreements on pages 4-12 hereofmust fulfill. This Subscription Agreement Such requirements may be executed outlined in any number but are not limited to items listed below in this Annex 1. If the Participant is a citizen or resident of counterpartsa country other than the country in which he or she is subject to taxes or is residing and/or working, each or if the Participant transfers employment or residency after the Restricted Stock Units are granted to him or her, the information contained in this Annex 1 may not be applicable to the Participant. Tax laws are often complex and outcomes can vary depending on individual circumstances. Accordingly, the Participant is advised to seek appropriate professional advice as to how tax and other relevant laws in the applicable country may apply to his or her situation. UNITED STATES The second to last sentence of which, when so executed Section 2(d) of Agreement is hereby deleted in its entirety and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy replaced with the following: “For the purposes of this Subscription Agreement, a “Change of Control” shall mean the occurrence of a Section 409A Change of Control (as defined in Section 17).” As of the Grant Date, if the Participant either (i) qualifies for Retirement (as defined in Section 2(c) of the Agreement) or (ii) may become eligible to qualify for Retirement prior to the Scheduled Payment Date, Section 4 of the Agreement by electronic facsimile transmission or other means is hereby deleted in its entirety and replaced with the following: “Dividend Equivalents. Cash dividends on Shares shall be credited to a dividend book entry account on behalf of electronic communication capable of producing a printed copy will the Participant with respect to each Restricted Stock Unit granted to the Participant, provided that such cash dividends shall not be deemed to be execution reinvested in Shares and delivery will be held uninvested and without interest. The Participant’s right to receive any such cash dividends shall vest if and when the related Restricted Stock Unit vests, and such cash dividends shall be paid in cash to the Participant if and when the related Restricted Stock Unit is paid to the Participant. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each Restricted Stock Unit granted to the Participant. The Participant’s right to receive any such stock dividends shall vest if and when the related Restricted Stock Unit vests, and such stock dividends shall be paid in stock to the Participant if and when the related Restricted Stock Unit is paid to the Participant.” The following shall be added to the Agreement as a new Section 17: “Change of Control Defined. For purposes of this Subscription Agreement as Agreement, a “Section 409A Change of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Control” shall be deemed to have occurred upon:
Appears in 1 contract
Samples: Agreement (Henry Schein Inc)
WITNESS. EXECUTION BY SUBSCRIBERCalgon Carbon Corporation, a Delaware corporation By: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individualName: Xxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer EXHIBIT 1.1(N)(2) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this SWING LOAN NOTE $________________ day Pittsburgh, Pennsylvania November 6, 2013 FOR VALUE RECEIVED, the undersigned, Calgon Carbon Corporation, a Delaware corporation (“Calgon Carbon”), and each other Person (as defined in the Credit Agreement (as hereinafter defined)) that joins hereunder as a Borrower (Calgon Carbon and such other Persons are each, a "Borrower" and collectively, jointly and severally, the "Borrowers"), jointly and severally hereby promise to pay to the order of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ______ ("_______") the lesser of Subscriber (residencei) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptancethe principal sum of ___________________________($________________) or (ii) the aggregate unpaid principal balance of all Swing Loans made by PNC Bank to the Borrowers pursuant to Section 2.1.2 [Swing Loan Commitment] of that certain Credit Agreement, dated of even date herewith (as may be amended, modified, supplemented or restated from time to time, the Company agrees "Credit Agreement"), by and among the Borrowers, the Guarantors (as defined in the Credit Agreement) party thereto from time to time, the Lenders (as defined in the Credit Agreement) party thereto from time to time, and PNC Bank, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), payable on the Expiration Date or as otherwise provided in the Credit Agreement. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement. The Borrowers shall pay interest on the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate per annum specified pursuant to Section 4.1.1 [Revolving Credit Interest Rate Options; Swing Line Interest Rate] of, or as otherwise provided in, the Credit Agreement. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time as such Event of Default has been cured or waived, and at the discretion of the Administrative Agent or upon written demand by the Required Lenders to the Administrative Agent, the Borrowers shall pay interest on the entire principal amount of the then outstanding Swing Loans evidenced by this Swing Note (this "Swing Note") at a rate per annum specified by Section 4.3 [Interest After Default] of, or as otherwise provided in, the Credit Agreement. Such interest rate will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, interest on this Swing Note will be payable on the dates set forth in Section 5.5 [Interest Payment Dates] of the Credit Agreement and on the Expiration Date. Subject to the provisions of the Credit Agreement, if any payment or action to be bound by all made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the Principal Office, in lawful money of the United States of America in immediately available funds. This Swing Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents, including the representations, warranties, covenants covenants, conditions and/or Liens contained or granted therein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and agreements also for prepayment in certain circumstances, on pages 4-12 hereofaccount of principal hereof prior to maturity upon the terms and conditions therein specified. The Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Swing Note. EACH BORROWER HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SWING NOTE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT PNC BANK HAS BEEN INDUCED TO ACCEPT THIS SWING NOTE AND MAKE THE SWING LOANS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SWING NOTE. This Subscription Agreement Swing Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of PNC Bank, the Administrative Agent and the Lenders and their respective successors and assigns. This Swing Note may be executed in enforced by PNC Bank or its respective successors or assigns. All references herein to the "Borrowers", "PNC Bank", the "Administrative Agent" and the "Lenders" shall be deemed to apply to the Borrowers, PNC Bank, the Administrative Agent and the Lenders, respectively, and their respective successors and assigns. Upon the execution and delivery by any number Person of counterpartsa joinder or similar agreement to become a "Borrower" under the Credit Agreement, each of which, when so executed such Person shall become a “Borrower” under this Swing Note with the same force and delivered, effect as if it were originally a party to this Swing Note and named as “Borrower” on the signature pages hereto. This Swing Note shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as a contract under the Laws of the date hereinafter set forthCommonwealth of Pennsylvania without regard to its conflict of laws principles. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING NONEXCLUSIVE JURISDICTION OF SECURITIES THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA SITTING IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER ALLEGHENY COUNTY, PENNSYLVANIA AND OF THE UNITED STATES SECURITIES ACT DISTRICT COURT FOR THE WESTERN DISTRICT OF 1933PENNSYLVANIA, AS AMENDED (AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SWING NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH PENNSYLVANIA STATE COURT OR, TO THE "1933 ACT")FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. NONE EACH BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SWING NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SWING NOTE AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SWING NOTE IN ANY COURT REFERRED TO IN THIS SWING NOTE. EACH OF THE SECURITIES PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TOFULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE REGISTRATION REQUIREMENTS DEFENSE OF AN INCONVENIENT FORUM TO THE 1933 ACT MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSAGREES NOT ASSERT ANY SUCH DEFENSE. PRIVATE PLACEMENT SUBSCRIPTION PNC Bank may at any time pledge all or a portion of its rights under the Loan Documents including any portion of this Swing Note to any of the twelve (Non U.S. Subscribers Only12) TO: INDEPENDENCE ENERGY CORPFederal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. § 341. (No such pledge or enforcement thereof shall release PNC Bank from its obligations under any of the "Company")Loan Documents.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature s/ Xxxxxx Xxxxxxxxxx /s/ Xxxx X. Xxxx ------------------------------- ----------------------------- XXXX X. XXXX LIMITED JOINDER OF RAM UYA INVESTMENT COMPANY --------------------------------------------- The undersigned, RAM UYA Investment Company, a partnership, hereby joins in this Agreement solely for the purpose of witness Signature agreeing to execute and deliver to NEW RADO the lease agreement covering the Premises at the time of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name Closing pursuant to Section IX hereof, and to the terms and conditions of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 Section XX hereof. This Subscription RAM UYA INVESTMENT COMPANY, a partnership Witness: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxx ------------------------------- ----------------------------- Title: The following exhibits to this Asset Purchase Agreement may have been omitted and will be executed in any number of counterparts, provided to the Commission upon request to the Company: EXHIBITS TO ASSET PURCHASE AGREEMENT ------------------------------------ Exhibit "A" - $200,000 Promissory Note from NEW RADO to RADO Exhibit "B" - Employment Agreement between NEW RADO and Xxxxxxx X. Xxxx Exhibit "C" - Xxxxxx Limited Guaranty Agreement Exhibit "D" - Employment Agreement between NEW RADO and Xxxx X. Xxxx Exhibit "E" - Moro Corporation Guaranty Agreement Exhibit "F" - Non-Compete Agreement between each of which, when so executed Xxxxxxx X. Xxxx and delivered, shall constitute an original Xxxx X. Xxxx and all of which together shall constitute one instrument. Delivery of an executed copy of NEW RADO The following schedules to this Subscription Asset Purchase Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy have been omitted and will be deemed provided to be execution the Commission upon request to the Company: SCHEDULES TO ASSET PURCHASE AGREEMENT ------------------------------------- Schedule I.A. - Contracts Assumed by NEW RADO Schedule I.D. - Fixed Asset Leases of OLD RADO Assumed by NEW RADO Schedule I.F. - Prepaid Expenses and delivery Deposits of this Subscription Agreement as OLD RADO Assumed by NEW RADO Schedule I.G. - Fixed Asset List of the date hereinafter set forthOLD RADO Schedule III. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933- Excluded Assets Schedule VI.C.3 - December 31, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")2001 Balance Sheet of OLD RADO Schedule XII.C.- Required Third Party Waivers or Consents of OLD RADO Schedule XII.E. - Financial Statements of OLD RADO Schedule XII.F. - Legal Proceedings Schedule XII.G. - Permits and Approvals of OLD RADO Schedule XII.H. - Liens and Encumbrances on OLD RADO Assets Schedule XII.I. - Tax Returns of OLD RADO Schedule XII.J. - List of OLD RADO Contracts Schedule XII.K - Changes Schedule XII.L. - Employee Benefit Plans Schedule XII.N. - List of OLD RADO Employees and Compensation Arrangements Schedule XII.Q. - List of OLD RADO Insurance Policies Schedule XII.R. - Related Party Obligations Schedule XIV.G. - Moro Corporation Financial Statements Schedule XIV.H. - Pro Forma Closing Balance Sheet of NEW RADO
Appears in 1 contract
Samples: Asset Purchase Agreement (Moro Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe due execution hereof as a document under seal, as of the date first written above. ATTEST: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of REHAB OPTIONS, INC. By:/s/ Xxx Xxxxx By:/s/ J. Xxxxxxx Xxx ----------------------- ------------------------- Name: Xxx Xxxxx Name: J. Xxxxxx x Xxx --------------------- ----------------------- Title: CFO ---------------------- PNC BANK, NATIONAL ASSOCIATION, AS AGENT By: ___________, ________________ Name: _________________________ Title: __________________________ PLEDGE AGREEMENT SCHEDULE 6 SHAREHOLDER AND PARTNERSHIP AGREEMENTS WITH RESPECT TO THE PLEDGED SHARES OF REHAB OPTIONS, INC. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as Missouri corporation ________________________________________________________________________________ See Schedule 5.1.17 of the date hereinafter set forthCredit Agreement regarding shareholder and partnership agreements PLEDGE AGREEMENT SCHEDULE A AUTHORIZED AND ISSUED CAPITAL STOCK PLEDGED BY REHAB OPTIONS, INC. a Missouri corporation ________________________________________________________________________________ See Schedule 5.1.3 of the Credit Agreement regarding authorized and issued shares of capital stock COLLATERAL ASSIGNMENT OF AND RATIFICATION OF SECURITY INTEREST IN INTELLECTUAL PROPERTY RIGHTS THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT COLLATERAL ASSIGNMENT OF AND RATIFICATION OF SECURITY INTEREST IN INTELLECTUAL PROPERTY RIGHTS (THE this "SUBSCRIPTION AGREEMENTINSTRUMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933is entered into this 23rd day of December, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT1996 by and between OPTION CARE, OR ANY U.S. STATE SECURITIES LAWSINC., AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. a Delaware corporation (the "CompanyASSIGNOR"), with an address at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxx 00000, and PNC BANK, NATIONAL ASSOCIATION, as agent for the Banks (as defined in the hereinafter defined Credit Agreement) (the "AGENT"), with an address at One PNC Plaza, 000 0xx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000. All terms capitalized but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as hereinafter defined), unless the context otherwise requires.
Appears in 1 contract
Samples: Guaranty and Suretyship Agreement (Option Care Inc/De)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Corporation and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP[SEAL] ATTEST: DATA I/O CORPORATION By __________________________________ By __________________________________ Name ________________________________ Name ________________________________ Title _______________________________ Title _______________________________ Countersigned: [ ] By __________________________________ Name ________________________________ Title _______________________________ Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________________________________ hereby sells, assigns and transfers unto _____________________________________ ______________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney-in-Fact, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Address Dated:__________, _____ _______________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of Subscriber 1934, as amended (residencethis term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and e-mail address By signing this acceptance(3) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may _______________________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in any the name of: Please insert social security number or other identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of which, when so executed such Rights shall be registered in the name of and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission delivered to: Please insert social security number or other means identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) Dated: __________, _____ _______________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of electronic communication capable 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). Form of producing Reverse Side of Right Certificate -- continued The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a printed copy will be deemed Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to be execution and delivery of this Subscription Agreement as the best knowledge of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"as such terms are defined in the Rights Agreement). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
Samples: Rights Agreement (Data I/O Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- __________________________________________________ Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- __________________________________________________ Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Brockton Capital Corp. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 13 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. TRUST FUNDS (USD) INSTRUCTIONS FOR WIRING FUNDS TO BROCKTON CAPITAL CORP. <>[insert wire instructions] THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE WHICH IS FOUR MONTHS FROM THE CLOSING DATE. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY BROCKTON CAPITAL CORP. (the "“Company")”) Suite 604 – 000 Xxxx Xxxxxx Xxxxxx Vancouver, BC V6C 2T7
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Megawest Energy Corp.)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _________. ----------------------------------------- INDEPENDENCE ENERGY CORP[SEAL] ATTEST: ADVANTICA RESTAURANT GROUP, INC. Address By:_____________________________ By:_____________________________ Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent By:_____________________________ Authorized Officer Form of Subscriber Reverse Side of Right Certificate FORM OF ASSIGNMENT (residenceTo be executed by the registered holder if such holder desires to transfer the Right Certificate.) PerFOR VALUE RECEIVED_________________ hereby sells, assigns and transfers unto ________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number , ------------------------------------ Signature Signature Guaranteed: -------------------------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ------------------------------------ Signature - 1 - Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERTOWNSHIP OF WEST ORANGE By: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED WITNESS: LICENSEE: CRESTMONT COUNTRY CLUB By: ACKNOWLEDGMENT STATE OF NEW JERSEY : SS.: COUNTY OF : On this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, before me, the Company agrees undersigned, personally appeared [ ], who, I am satisfied, is the person who signed the foregoing instrument, and he did acknowledge under oath that he signed and delivered the same in his capacity as such Manager and that the foregoing instrument is the duly authorized, voluntary act and deed of such limited liability company. STATE OF NEW JERSEY : SS.: COUNTY OF : I CERTIFY that on , , before me, the undersigned, personally appeared , [ ] of [ ], who, I am satisfied, is the person who signed the foregoing instrument, and he did acknowledge under oath that he signed and delivered the same in his capacity as such Manager and that the foregoing instrument is the duly authorized, voluntary act and deed of such limited liability company. EXHIBIT A (to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed supplemented) EXHIBIT B (to be execution supplemented) Exhibit F Map of Dirt Road location BE:11849984.3/CRE045-280272 EXHIBIT G Dirt Road License Agreement BE:11849984.3/CRE045-280272 LICENSE AGREEMENT This License Agreement is made this day of September, 2021 by and delivery of this Subscription Agreement as between TOWNSHIP OF WEST ORANGE, with an office at [ ], (the “Owner” or “Licensor”), the owner of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT property situated in the Township of West Orange, County of Essex, State of New Jersey, known as Xxxxx 000, Xxx 0 as shown on the tax maps of the Township of West Orange, (THE "SUBSCRIPTION AGREEMENT"“Licensor’s Property” or “Owner’s Property”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933and, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTCRESTMONT COUNTRY CLUB with an office at 000 Xxxxx Xxxx Xxxxxx, OR ANY U.S. STATE SECURITIES LAWSXxxx Xxxxxx, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Xxx Xxxxxx 00000 (the "Company"“Licensee”), the owner of the property situated in the Township of West Orange, County of Essex, State of New Jersey, known as Block 174, Lot 1.01 as shown on the tax maps of the Township of West Orange (the “Property”).
Appears in 1 contract
Samples: License Agreement
WITNESS. EXECUTION BY SUBSCRIBER: ____________________________________ X ----------------------------------- ----------------------------------------- __________________________________ Signature of witness Signature of individual (if Subscriber IS is an individual) ____________________________________ X ----------------------------------- ----------------------------------------- __________________________________ Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- ____________________________________ ____________________________________ Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- ____________________________________ ____________________________________ Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ _day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. ____________________________________ Address of Subscriber (residence) PRISTINE SOLUTIONS INC. Per: ----------------------------------- ----------------------------------------- Authorized signatory ____________________________________ ____________________________________ Telephone number and e-mail address Authorized signatory By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPPRISTINE SOLUTIONS INC. (the "“Company")”) c/x Xxxxxxxxx Xxxxxx, Corporate and Securities Lawyers 1210 – 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Pristine Solutions Inc.)
WITNESS. EXECUTION BY SUBSCRIBERASSIGNOR: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership By: Philips International Realty Corp., a Maryland corporation, its general partner ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per_______________ By:___________________________ Print Name:____________________ Name: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address Title: WITNESS: ASSIGNEE: _______________________________ ______________________________ Print Name:____________________ XXXXXX XXXXXXXX By signing below, Limited Partnership consents to Assignor's assignment of the Assigned Interest to Assignee pursuant to this acceptance, Assignment and the Company Redemption Agreement and hereby agrees to be bound by all representationsamend the Partnership Agreement in accordance with this Assignment and the Redemption Agreement and to admit Assignee as a limited partner of Limited Partnership pursuant to the Partnership Agreement, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement as may be executed in any number amended from time to time. PALM SPRINGS MILE ASSOCIATES, LTD., a Florida limited partnership By: Philips Palm Springs Sub-VIII, Inc., a Delaware corporation, its general partner By:_______________________________ Name: Title: SCHEDULE 1 LEGAL DESCRIPTION OF THE PROPERTY [See attached] SCHEDULE D GENERAL RELEASE FROM OPERATING PARTNERSHIP RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of counterparts, themselves and each of whichtheir respective direct or indirect subsidiaries or other affiliates, when so executed successors, predecessors and deliveredpermitted assigns collectively as RELEASOR, for good and valuable consideration, receipt of which is hereby acknowledged, release and discharge XXXXXX XXXXXXXX, an individual a residence at 00 Xxxxxxxxxx Xxxx, Xxxxxxxx, New York 11559, and his direct or indirect subsidiaries, affiliates or partners, successors, predecessors and permitted assigns collectively as RELEASEE from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall constitute an original and all or may, have for, upon, or by reason of which together shall constitute one instrument. Delivery any matter, cause or thing whatsoever from the beginning of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the world to be execution and delivery of this Subscription Agreement as the day of the date hereinafter set forthof this Release and relating to, arising under or in connection with that certain Redemption Agreement dated as of April __, 2000 by and among RELEASOR and RELEASEE. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT")This RELEASE may not be changed orally. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")[The remainder of this page is intentionally left blank.]
Appears in 1 contract
Samples: Redemption Agreement (Philips International Realty Corp)
WITNESS. EXECUTION BY SUBSCRIBERFIRST MARBLEHEAD CORPORATION By: X ----------------------------------- ----------------------------------------- Signature /s/ Xxxxx Xxxxx ----------------------- --------------------------- Its: Chief Operating Officer Print Name: Xxxxx Xxxxx THE EDUCATION RESOURCES INSTITUTE, INC. By: /s/ Xxxxxxx X. Xxxxxx ----------------------- --------------------------- Its: Senior Vice President, Finance Print Name: Xxxxxxx X. Xxxxxx TABLE OF EXHIBITS MASTER LOAN GUARANTY AGREEMENT NOTE: First Marblehead Corporation is not a party to the following Exhibits C, D and/or G.. Pursuant to Item 601 of witness Signature Regulation S-K, such exhibits are not being filed herewith. Exhibit A - Intentionally omitted. Exhibit B - Intentionally omitted. Exhibit C - Form of individual Guaranty Agreement with Bank of America Exhibit D - Form of Loan Origination Agreement with Bank of America. Exhibit E - Deposit and Security Agreement with Bank of America - filed herewith Exhibit F - Accession Agreement - filed herewith. Exhibit G - Generic Guaranty Agreement EXHIBIT E TO MASTER LOAN GUARANTY AGREEMENT DEPOSIT AND SECURITY AGREEMENT (if Subscriber IS an individualGENERIC) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory This deposit and security agreement (if Subscriber this "Deposit and Security Agreement") is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day made and entered into as of ____________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number 2001, by and eamong THE EDUCATION RESOURCES INSTITUTE, INC., a private non-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as profit corporation organized under Chapter 180 of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Massachusetts General Laws with its principal place of business at 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000 ("XXXX"), THE FIRST MARBLEHEAD CORPORATION, a corporation organized under the General Corporation Law of the State of Delaware with its principal place of business at 00 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 ("SUBSCRIPTION AGREEMENTFMC") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS and [BANK NAME], a [BANK TYPE] organized and existing under the laws of [BANK JURISDICTION] with a place of business at 000 X. Xxxxxxxx Avenue, Brea, California 92823, in its capacity as lender and initial owner (AS DEFINED HEREINin such capacity, "Lender") PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933and [AGENT NAME, AS AMENDED BANK TYPE AND JURISDICTION] in its capacity as agent for the Owners (THE as hereinafter defined) (in such capacity, "1933 ACTAgent"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
Samples: Master Loan Guaranty Agreement (First Marblehead Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- ___________________________________________ Signature of witness ___________________________________________ Name of witness ___________________________________________ Address of witness ___________________________________________ X _________________________________________ Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness _________________________________________ Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness ___________________________________________ Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- ___________________________________________ Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, __________, 2022. ----------------------------------------- INDEPENDENCE ENERGY WOLVERINE TECHNOLOGIES CORP. Per: ___________________________________________ Authorized signatory ___________________________________________ Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory ___________________________________________ Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Wolverine Technologies Corp. (the "Company")) #00-00000 Xxxxxxxx Xxxx, Richmond, British Columbia, Canada V7A 1X8
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Technologies Corp.)
WITNESS. EXECUTION [Form of Revolving Warrant] REVOLVING WARRANT THE SECURITIES REPRESENTED BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is THIS CERTIFICATE HAVE NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTAMENDED, OR ANY U.S. APPLICABLE STATE SECURITIES LAWS, ANDAND ACCORDINGLY, UNLESS SO REGISTEREDSUCH SECURITIES MAY NOT BE TRANSFERRED, NONE MAY BE OFFERED SOLD OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT APPLICABLE FEDERAL AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS OR UNLESS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPWarrant No. _____ WARRANT to Purchase Shares of Common Stock of STUDENT ADVANTAGE, INC. THIS IS TO CERTIFY THAT [NAME OF INITIAL HOLDER], or its registered assigns, is entitled to purchase in whole or in part from STUDENT ADVANTAGE, INC., a Delaware corporation (the "CompanyCOMPANY"), at any time and from time to time, but not later than 5:00 p.m., New York City time, on June 25, 2005 (the "EXPIRATION DATE"), the number of Stock Units (as defined in the Warrant Agreement referred to below) specified below at a purchase price of $0.01 per Stock Unit (the "EXERCISE PRICE"); PROVIDED, that such purchase price shall not be less than the aggregate par value of the capital stock contained in a Stock Unit, subject to the terms and conditions set forth herein and in the Warrant Agreement, each such purchase of a Stock Unit to be made, and to be deemed effective for the purpose of determining the date of exercise, only upon surrender of this Warrant to the Company at its office referred to in SECTION 15.03 of the Warrant Agreement, with the Form of Exercise attached hereto (or a reasonable facsimile thereof) duly completed and signed, and upon payment in full to the Company of the Exercise Price (i) in cash or (ii) by certified or official bank check or (iii) by any combination of the foregoing, all as provided in the Warrant Agreement and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement. The number of Stock Units for which this Warrant is exercisable shall initially be zero but shall be adjusted on the 25th day of each month following the date hereof to equal (i) the number of Stock Units for which it was previously exercisable plus (ii) (A) [insert pro rata portion of Revolving Loan Commitment by Holder (aggregate is 20,833 1/3)] times (B) a fraction (x) the numerator of which is the average daily outstanding balance during such month of the Revolving Loans (as defined under the Loan Agreement) (including accrued interest) and (y) the denominator of which is $5,000,000. The number of Stock Units for which this Warrant shall be exercisable shall not be adjusted from and after the date of termination of the Revolving Loan Commitments (as defined in the Loan Agreement).
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- ______________________________________________________ Signature of witness Xxxxx Xxxxxx Kumar _______________________ Name of witness X.X. Xxx 00000 – 00000, Xxxxxxx, Xxxxx. Address of witness X _____________________________________________ Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness _______________________________________________ Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name Address of authorized signatory Subscriber (PLEASE PRINTresidence) _______________________________________________ ACCEPTED this _______ day of _____________, _________. ----------------------------------------- INDEPENDENCE ENERGY AXIOM CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- __________________________________________________ Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY AXIOM CORP. (the "“Company")”) Postal address: X.X. Xxx 00000 – 00000 Xxxxxxx, Xxxxx
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Axiom Corp.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____2011. ----------------------------------------- INDEPENDENCE ENERGY CORP. ENERTOPIA CORPORATION Per: Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12 (2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Enertopia Corporation (the "“Company")”) Xxxxx 000 0000 Xxxx Xxxxxx Vancouver, British Columbia, V6E 4A4
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual ------------------------------------- Name (if Subscriber IS an individualtyped or printed) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this ____EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Identifying Number or Title Date Brief Description ----- ---- --------------------- ___ day No inventions or improvements ___ Additional Sheets Attached Signature of Employee: ------------------------------ Print Name of Employee: ----------------------------- Date: ----------------------------------------------- EXHIBIT B LIMELIGHT NETWORKS, INC. TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Limelight Networks, Inc., its subsidiaries, affiliates, successors or assigns (together, the "COMPANY"). I further certify that I have complied with all the terms of the Company's At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information including trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I also agree that for twelve (12) months from this date, I will not either directly or indirectly solicit, induce, recruit or encourage any of the Company's employees to leave their employment, or to enter into an employment, consulting, contractor, or other relationship with any other person, firm, business entity, or organization (including with myself). After leaving the Company's employment, I will be employed by ___________, __________ in the position of: ___________________________. ----------------------------------------- INDEPENDENCE ENERGY CORP---------------------------------------- Signature of employee ---------------------------------------- Print name ---------------------------------------- Date Address for Notifications: ---------------------------------------- EXHIBIT C LIMELIGHT NETWORKS, INC. Address CONFLICT OF INTEREST GUIDELINES It is the policy of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number Limelight Networks, Inc. to conduct its affairs in strict compliance with the letter and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as spirit of the date hereinafter set forthlaw and to adhere to the highest principles of business ethics. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Accordingly, AS AMENDED (THE "1933 ACT")all officers, employees and independent contractors must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSThe following are potentially compromising situations which must be avoided. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (Any exceptions must be reported to the "Company")President and written approval for continuation must be obtained.
Appears in 1 contract
Samples: Limelight Networks, Inc.
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Name of witness Address of witness X Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Santo Mining Corpration Per ___________________________________________ Authorized signatory Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. SANTO MINING CORPORATION (the "“Company"”)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Santo Mining Corp.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber the Company and its corporate seal. This Right Certificate is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day dated as of ___________, 1999. {SEAL} ATTEST: PHILIPS INTERNATIONAL REALTY CORP. By:_____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ___________________________ By:________________________________ Name: Name: Title: Title: Countersigned: BANKBOSTON, N.A. as Rights Agent By:________________________________ Authorized Signatory Date: [Form of Subscriber Reverse Side of Right Certificate] FORM OF ASSIGNMENT (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________________________________ hereby sells, assigns and transfers unto________________________________________ ------------------------------------------------------------------------------- (please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the with-in-named Company, with full power of substitution. Dated: _______________________ ------------------------------ Signature Signature Guaranteed: (Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in any number of counterparts, each of which, when so executed the United States.) -------------------------------------------------------------------------------- Certification: The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate o Associate thereof (as defined in the Rights Agreement). -------------------------------------------------------------------------------- Signature NOTICE The signature to the foregoing Assignment and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy Certification must correspond to the name as written upon the face of this Subscription Agreement Right Certificate in every particular, without alteration or enlargement or any change whatsoever. [Form of Reverse Side of Right Certificate -- continued] FORM OF ELECTION TO PURCHASE (To be executed by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
Samples: Shareholder Rights Agreement (Philips International Realty Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal. Dated as of February 6, 1998. ATTEST: X ----------------------------------- ----------------------------------------- Signature PXXXXX DODGE CORPORATION /s/ Rxxxxx X. Xxxx By /s/ Dxxxxxx X. Xxxxxxx ----------------------------- ---------------------------------- Secretary Title: Chairman and CEO Countersigned: The Chase Manhattan Bank By /s/ Rxxxxx X. Xxxxx --------------------------- Authorized Signatory 4 [Form of witness Signature Reverse Side of individual Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Right Certificate.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this FOR VALUE RECEIVED ____________________________ day hereby sells, assigns and transfers unto _____________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate on the books of the within named Company, with full power of substitution. Dated:_____________, ____ -------------------------- Signature Signatures Guaranteed: The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. --------------------------- Signature NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. 5 FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Right Certificate.) To Pxxxxx Dodge Corporation: The undersigned hereby irrevocably elects to exercise __. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _____________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of Subscriber such Rights and requests that certificates for such shares be issued in the name of: Please insert social security or other identifying number ---------------------------------------------------------- (residencePlease print name and address) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any ---------------------------------------------------------- If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of whichsuch Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ---------------------------------------------------------- (Please print name and address) ---------------------------------------------------------- Dated:__________________, when so executed and delivered, shall constitute an original and ____ 6 [Form of Election to Purchase -- continued] -------------------------- Signature (Signature must conform in all respects to name of which together shall constitute one instrument. Delivery of an executed copy holder as specified on the face of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
Samples: Rights Agreement (Phelps Dodge Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal. Dated as of -----------------. ATTEST: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of PROVIDIAN FINANCIAL CORPORATION By___________, _______________ By____________________________ Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By ______________________________________ Authorized Signature Exhibit B Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto ____________________________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint____________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: , ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Address The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------- Signature Form of Subscriber Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (residenceTo be executed if holder desires to exercise Rights represented by the Right Certificate.) PerTo: Providian Financial Corporation: The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other taxpayer identification number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ Dated:___________________________ ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate - continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this acceptanceRight Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be bound by all representationsan Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On March 27, warranties1997, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number the Board of counterparts, each Directors of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Providian Financial Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Shares"), of the Company. The dividend is payable to stockholders of record at the close of business on the day prior to the date of the spinoff of the Company from its corporate parent, Providian Corporation (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the Company at a price of $150 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on June 30, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 10 dated April 17, 1997. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individualSOUTH CAROLINA ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _________________ COUNTY ) PROBATE Before me, the undersigned notary public personally appeared the undersigned witness, who, being duly sworn, deposed and said that s/he saw Carolina Investors, Inc., a South Carolina corporation, by its authorized officer, ___________________, sign, seal and deliver the foregoing Mortgage and Security Agreement and that s/he together with the other witness witnessed the execution thereof. SWORN TO and subscribed before me this ____ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber , 2001 (residenceL.S.) Per-------------------------------------------- Notary Public for South Carolina My commission expires: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance------------- EXHIBIT A LEGAL DESCRIPTION ALL THAT CERTAIN PROPERTY SITUATED IN THE COUNTY OF GREENVILLE AND STATE OF SOUTH CAROLINA, the Company agrees to be bound by all representationsBEING DESCRIBED AS FOLLOWS: 22.41 ACRES, warrantiesBEING MORE FULLY DESCRIBED IN A DEED DATED 09/13/99 AND RECORDED 9/23/99, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (AMONG THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE LAND RECORDS OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. COUNTY AND STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLYSET FORTH ABOVE, IN THE UNITED STATES DEED VOLUME 1868, PAGE 193. BEING ALL OF THAT CERTAIN TRACT OR TO U.S. PERSONS (PARCEL OF LAND, WITH IMPROVEMENTS THEREON, CONTAINING 22.41 ACRES, MORE OR LESS, LYING IN GREENVILLE, SOUTH CAROLINA AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACTSHOWN ON THAT CERTAIN SURVEY FOR HOMEGOLD FINANCIAL, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPINC. (the "Company"F/K/A EMERGENT GROUP, INC.), DATED OCTOBER 6, 1997, PREPARED BY XXXXXXXX & ASSOCIATES, AND RECORDED IN GREENVILLE COUNTY REGISTER OF DEEDS IN PLAT BOOK 36-T AT PAGE 61, AND BY A MORE RECENT SURVEY (NOT RECORDED) FOR HOMEGOLD FINANCIAL, INC. (F/K/A EMERGENT GROUP, INC.) DATED MARCH 13, 1998, AND HAVING SUCH COURSES, METES, MEASURES, AND BOUNDARIES AS APPEAR ON THE AFORESAID SURVEYS AND INCORPORATED HEREIN BY REFERENCE. Commonly known as: 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 Tax map parcel no.: 0533.04-01-009.03 PERMITTED ENCUMBRANCES
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- ___________________________________________ Signature of witness ___________________________________________ Name of witness ___________________________________________ Address of witness ___________________________________________ X _________________________________________ Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness _________________________________________ Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness ___________________________________________ Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- ___________________________________________ Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, __________, 2023. ----------------------------------------- INDEPENDENCE ENERGY WOLVERINE RESOURCES CORP. Per: ___________________________________________ Authorized signatory ___________________________________________ Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory ___________________________________________ Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Canadian Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Wolverine Resources Corp. (the "Company")) #00-00000 Xxxxxxxx Xxxx, Richmond, British Columbia, Canada V7A 1X8
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Resources Corp.)
WITNESS. EXECUTION BY SUBSCRIBERCLEAN HARBORS, INC. /S/ Xxxx Xxxxxxxxx, Xx. By: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is /s/ Xxxxxxx X. Xxxxxxxx ----------------------- ------------------------------- Name: Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President THIS NOTE HAS NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. QUALIFIED UNDER STATE SECURITIES LAWSLAWS AND MAY NOT BE TRANSFERRED, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY ASSIGNED, PLEDGED, HYPOTHECATED OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS OTHERWISE DISPOSED OF EXCEPT (AS DEFINED HEREINA) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR (B) IF SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT DATED AS OF APRIL 12, 2001 AMONG THE HOLDER, THE COMPANY, THE SUBSIDIARIES AND CONGRESS FINANCIAL CORPORATION (Non U.S. Subscribers OnlyNEW ENGLAND) TOWHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANY'S OBLIGATIONS TO THE HOLDER TO THE COMPANY'S OBLIGATIONS TO THE HOLDERS OF SENIOR INDEBTEDNESS AS DEFINED IN SAID AGREEMENT. CLEAN HARBORS, INC. 16% SENIOR SUBORDINATED NOTE DUE 2008 $150,000 Boston, Massachusetts Note No. SSN-7 April 30, 2001 PPN: INDEPENDENCE ENERGY CORP. 184496 A@ 6 FOR VALUE RECEIVED, Clean Harbors, Inc., a Massachusetts corporation (the "CompanyCOMPANY"), promises to pay to COASTLEDGE and Co. ("HOLDER"), the principal sum of One Hundred Fifty Thousand Dollars ($150,000) pursuant to the terms of that certain Securities Purchase Agreement dated as of April 12, 2001 (as the same may at any time be amended, modified or supplemented, the "SECURITIES PURCHASE AGREEMENT"), among the Company and the Purchasers. This Note is one of the 16% Senior Subordinated Notes (the "SENIOR SUBORDINATED NOTES") issued pursuant to the Securities Purchase Agreement. Capitalized terms used herein without definition shall have the meanings set forth in the Securities Purchase Agreement. The Company also promises to pay interest on the unpaid principal amount of this Note from the date hereof until paid in full at the rates and at the times as determined under and in accordance with the provisions of the Securities Purchase Agreement and to pay on demand any Make Whole Amount that becomes due on this Note in accordance with the terms of the Securities Purchase Agreement. This Note is subject to and entitled to the benefits of the Securities Purchase Agreement, ratably with all other Senior Subordinated Notes. Reference is hereby made to the Securities Purchase Agreement for a more complete statement of the terms and conditions under which this Note was issued and is to be repaid. A copy of the Securities Purchase Agreement will be provided by the Company without charge to, and upon the request of, the Holder. All payments of principal and interest and other amounts in respect of this Note shall be made in lawful money of the United States of America in same day funds to the Holder at the address provided in the Securities Purchase Agreement, or at such other place as shall be designated in writing for such purposes in accordance with the terms of the Securities Purchase Agreement. This Note has been registered on the books and records of the Company and, as provided in the Securities Purchase Agreement, upon surrender of this Note for registration of transfer in accordance with the Securities Purchase Agreement, a new Note for a like principal amount will be issued to, and registered on the books and records of the Company in the name of, the transferee. Each Holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; however, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment and prepayment at the option of the Company, in certain circumstances with a Make Whole Amount, as provided in the Securities Purchase Agreement. The Company must make an offer to prepay this Note in the event of a Change in Control pursuant to Section 4.4 of the Securities Purchase Agreement. The obligations of the Company under this Note shall be guaranteed by the Subsidiaries of the Company from time to time as provided in Section 5.12 of the Securities Purchase Agreement. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon and any Make Whole Amount, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Securities Purchase Agreement. The terms of this Note are subject to amendment only in the manner provided in the Securities Purchase Agreement. The Company promises to pay all reasonable costs and expenses, including attorneys fees, all as provided in the Securities Purchase Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby waive diligence, presentment, protest, demand and notices of every kind (other than to the extent specifically required by the Securities Purchase Agreement) and, to the full extent permitted by law, all suretyship defenses generally and the right to plead any statute of limitations as a defense to any demand hereunder. THIS NOTE IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT GIVING EFFECT TO ANY LAWS OR RULES RELATING TO CONFLICTS OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS).
Appears in 1 contract
Samples: Clean Harbors Inc
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Corporation and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP[SEAL] ATTEST: ALZA CORPORATION By__________________________________ By______________________________________ Name________________________________ Name____________________________________ Title_______________________________ Title___________________________________ Countersigned: BANKBOSTON, N.A. By__________________________________ Name________________________________ Title_______________________________ 3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________________________________ hereby sells, assigns and transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney-in-Fact, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Address Dated:__________, _____ ________________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of Subscriber 1934, as amended (residencethis term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and e-mail address By signing this acceptance(3) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ______________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in any the name of: Please insert social security number or other identifying number ____________________________________________________ ________________________________________________________________________________ (Please print name and address) If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of which, when so executed such Rights shall be registered in the name of and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission delivered to: Please insert social security number or other means identifying number ____________________________________________________ ________________________________________________________________________________ (Please print name and address) Dated: __________, _____ ______________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of electronic communication capable 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). Form of producing Reverse Side of Right Certificate -- continued The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a printed copy will be deemed Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to be execution and delivery of this Subscription Agreement as the best knowledge of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"as such terms are defined in the Rights Agreement). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
Samples: Rights Agreement (Alza Corp)
WITNESS. EXECUTION BY SUBSCRIBERASSIGNOR: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS Assignor has received an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed exact copy of this Subscription Wage Assignment) Date: Loan Number: CA100 OPTIONAL PRE-AUTHORIZATION TO ELECTRONIC FUND TRANSFER On the date written below I have entered into an installment loan agreement with Xxxxxxx'x Title & Payday Loan (“Lender”), whereby Xxxxxx has agreed to lend me a certain amount of money, as set forth in the Installment Note and Disclosure Statement (“Agreement”) signed by me and dated as of today’s date. In connection with this loan, I have provided Lender with a voided check from my bank account. I hereby authorize the Lender to either: (a) electronically debit, or (b) issue a bank draft against, my bank account number 111222333 at First Tennessee Bank in the amount the installment payment (s), provided for by the Agreement by electronic facsimile transmission on the due date of said installment(s). Furthermore, in the event that I am in default under the Agreement, as that term is defined in the Agreement, I hereby authorize Lender to either: (a) electronically debit, or other means (b) issue a bank draft against, my bank account number 111222333 at First Tennessee Bank in the amount of electronic communication capable of producing the past due installment payment(s), or a printed copy will be deemed potion thereof up to be execution and delivery of this Subscription Agreement the outstanding past due balance as of the date hereinafter set forthof default. I CAN REVOKE THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (AUTHORIZATION BY GIVING NOTICE OF REVOCATION TO LENDER. ANY REVOCATION IS EFFECTIVE ONLY AFTER XXXXXX HAS RECEIVED WRITTEN NOTICE FROM ME TO REVOKE THIS AUTHORIZATION IN SUCH TIME AND MANNER AS TO AFFORD A REASONABLE OPPORTUNITY TO ACT UPON THE "SUBSCRIPTION AGREEMENT") RELATES NOTICE. I ALSO HAVE THE RIGHT TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE STOP PAYMENT OF THE SECURITIES DEBIT ENTRY BY NOTIFICATION TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER MY BANK AT LEAST THREE BUSINESS DAYS BEFORE THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS SCHEDULED DATE OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSENTRY. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TOI acknowledge that I have read and understand this pre-authorization form and that I am entitled to a copy of it. Signature of Borrower Date Loan Number: INDEPENDENCE ENERGY CORPCA100 ACKNOWLEDGEMENT RECEIPT OF CONSUMER NOTICE REPORTING OF CREDIT TO X CONSUMER REPORTING AGENCY This shall acknowledge that on the date listed below, that I, XXX XXXXXXX, have received from Xxxxxxx'x Title & Payday Loan a copy of the CONSUMER NOTICE REPORTING OF CREDIT, indicating that negative credit information related to the Loan Number stated above may be reported to a credit bureau. (the "Company"Signature of Borrower)
Appears in 1 contract
Samples: Loan and Security Agreement
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature my hand and seal of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED said Corporation, this _______ 2nd day of April, 1998. --- ----- /s/ J. Xxxx Xxx Xxxx ---------------------------- J. Xxxx Xxx Xxxx, Secretary [CORPORATE SEAL] CERTIFIED COPY OF RESOLUTIONS OF BOARD OF DIRECTOR OF FIRST LIGHT ENTERTAINMENT CORPORATION RESOLVED: That this Corporation, FIRST LIGHT ENTERTAINMENT CORPORATION hereby authorizes any of the following individuals, in the name and on behalf of this Corporation (hereby ratifying and confirming all similar acts heretofore done by them on behalf of this Corporation), to assign, pledge and deliver to Emergent Financial Corp., herein called "EFC", or to any of its affiliated or subsidiary corporations, or to give EFC a security interest in, any accounts, inventory or other similar property of this Corporation; to furnish collateral or additional collateral to EFC and to make substitutions of collateral with respect to any indebtedness or obligations to EFC; to sign Daily Reports, Loan Statements, Assignment of Accounts, Security Agreements, Lien Statements and Pledge Agreements pursuant to the Loan and Security Agreement between this Corporation and EFC, and generally to act for and on behalf of this Corporation with respect to transactions with EFC under said Loan and Security Agreement: Xxxxxx Xxxxxxxx, Chief Financial Officer J. Xxxx Xxx Xxxx, Secretary RESOLVED: That this authorization shall be effective until written notice of the recession thereof be delivered to EFC, and that the Secretary of this Corporation is authorized and directed to deliver to EFC a copy of these resolutions in evidence of the authority of said individuals to act on behalf of this Corporation and to append thereto the signatures of said individuals: /s/ Xxxxxx X. Xxxxxxxx ---------------------------------------- Xxxxxx Xxxxxxxx, Chief Financial Officer /s/ J. Xxxx Xxx Xxxx ---------------------------------------- J. Xxxx Xxx Xxxx, Secretary I hereby certify that I am the duly elected, qualified and acting Secretary of FIRST LIGHT ENTERTAINMENT CORPORATION; as such officer I have custody of the records of said Corporation, including the minutes of the meeting of its Board of Directors; at a special meeting of said Board of Directors, duly called and regularly held, on ____________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number 1998, at which meeting a quorum was present and e-mail address By signing this acceptanceacting throughout, the Company agrees foregoing Resolutions were submitted to be bound and adopted by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as it; the signatures appearing above are the signatures of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933individuals mentioned in said Resolutions and so authorized to act on behalf of said Corporation, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")and said Resolutions have not been amended or rescinded.
Appears in 1 contract
Samples: Security Agreement (American Artists Film Corp/Mo/)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the signatures of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED said merging companies this _______ day of ______________, 200__, each set by its President and Secretary, pursuant to a resolution of its respective Board of Directors, acting by a majority and verified by its Secretary. NEW CCB BANK By: Xxxx X. Xxxx, President and Chief Executive Officer By: Xxxxxx X. Xxxx, Corporate Secretary I further declare under penalty of perjury that the matters set forth in this document are true and correct of my own knowledge. ------------------------------- Xxxxxx X. Xxxx, Corporate Secretary CENTRAL CALIFORNIA BANK By: C. Xxxxxxxxx Xxxxxx, President and Chief Executive Officer By: Xxxxx Xxxxxxxxxxx, Corporate Secretary I further declare under penalty of perjury that the matters set forth in this document are true and correct of my own knowledge. ------------------------------- Xxxxx Xxxxxxxxxxx, Corporate Secretary EXHIBIT "B" DIRECTOR'S AGREEMENT THIS DIRECTOR'S AGREEMENT (this "Director's Agreement"), is made as of this ___ day of _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address __________, 2001, by and between Western Sierra Bancorp, a California corporation ("WSB"), and the director of Subscriber Central California Bank, a California banking corporation (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance"CCB"), whose name is set forth under "Director" on the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of signature page hereof (the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACTDirector"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTWSB is contemporaneously herewith entering into agreements with other directors of CCB, OR ANY U.S. STATE SECURITIES LAWSwhich agreements are identical in all respects hereto, ANDexcept as to (a) the number of shares of CCB's common stock, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. no par value (the "CompanyCCB Stock") owned by such other directors, and (b) the name and address of the other directors. The Director and such other persons shall hereinafter be referred to as to the "Directors" and this Agreement and such other agreements as the "Director's Agreements." This Director's Agreement is made with reference to the following: R E C I T A L S WHEREAS, that certain Agreement and Plan of Reorganization (the "Agreement"), dated as of ________________ ___, 2001, entered into by and between WSB and CCB, provides for the acquisition by WSB of one hundred percent (100%) of the CCB Stock, through the merger (the "Merger") of CCB with a wholly-owned subsidiary of WSB ("New CCB Bank"); and
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Western Sierra Bancorp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day the Company and its corporate seal. Dated as of ___________, __________________ 19_ ATTEST: THE LAMSXX & XESSIONS CO. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address By: --------------------------------- ---------------------------------- Secretary Title: [SEAL] Countersigned: NATIONAL CITY BANK By: ------------------------------------------------- Authorized Signature 34 Form of Subscriber Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED,_____________________________ hereby sells, assigns and transfers unto_____________________________________________________________ ___________________________________________________________________________ (Please Print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________, 19___ ___________________________ Signature Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that: the Rights evidenced by this Right Certificate [ ] are [ ] are not being sold, assigned, transferred, split up, combined or exchanged by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any number of counterpartsPerson who is, each of which, when so executed and delivered, shall constitute was or became an original and all of which together shall constitute one instrument. Delivery Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: __________________, 19___ ____________________________ Signature 35 FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed copy if holder desires to exercise the Right Certificate) TO THE LAMSXX & XESSIONS CO.: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the one one-hundredths of this Subscription Agreement by electronic facsimile transmission a Preferred Share or other means securities issuable upon the exercise of electronic communication capable of producing a printed copy will such Rights and requests that certificates for such securities be deemed to be execution and delivery of this Subscription Agreement as of issued in the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TOname of: INDEPENDENCE ENERGY CORP. (the "Company")Please insert social security or other identifying number:___________________________________________________
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERthe manual or facsimile signature of the proper officer of the Company. Dated: X ----------------------------------- ----------------------------------------- RAINFOREST CAFE, INC. By: ------------------------ [NAME and TITLE] Countersigned for purposes of authentication only: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By -------------------------------------- Authorized Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, hereby sells, assigns and transfers unto (PRINT NAME OF TRANSFEREE) (PRINT ADDRESS OF TRANSFEREE) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of witness the within-named Company, with full power of substitution. Please insert social security number, taxpayer identification number or other identifying number: --------------------------------- Dated: ------------------------------ -------------------------------------------- Signature of individual Signature Guaranteed: ----------------------------------------------- The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 45 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE--CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if Subscriber IS an individualholder desires to exercise the Right Certificate.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of To: [Name] The undersigned hereby irrevocably elects to exercise____________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security number, _____taxpayer identification number or other identifying number: ---------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number, taxpayer identification number or other identifying number: ------------------------------------ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: ------------------------------------ -------------------------------------- Signature Signature Guaranteed: ---------------------------------------------------------- EXHIBIT C RAINFOREST CAFE, INC. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceSUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On May 9, 2000, the Board of Directors of Rainforest Cafe, Inc. (the "COMPANY"), declared a dividend of one preferred share purchase right (a "RIGHT") per share for each outstanding share of Common Stock, par value $.01 (the "COMMON SHARES"), of the Company. The dividend is payable on May 24, 2000 (the "RECORD DATE") to shareholders of record as of the close of business on that date. Each Right entitles the registered holder to purchase from the Company agrees one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $.01 (the "PREFERRED SHARES"), of the Company at a price of $15 per one-hundredth of a Preferred Share (the "PURCHASE PRICE"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "RIGHTS AGREEMENT"), dated as of May 23, 2000, between the Company and Norwest Bank Minnesota, National Association, as Rights Agent (the "RIGHTS AGENT"). Initially, the Rights will be bound evidenced by all representationsthe certificates representing Common Shares then outstanding and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares, warrantiesand a Distribution Date for the Rights will occur upon the earlier of: (i) the close of business on the tenth business day following the first date of public announcement that a person or group of affiliated or associated Persons has become an "ACQUIRING PERSON" (i.e., covenants has become, subject to certain exceptions, the beneficial owner of 10% or more of the outstanding Common Shares) (except pursuant to a Permitted Offer, as hereinafter defined) and agreements on pages 4-12 hereof. This Subscription Agreement (ii) the 10th business day following the commencement or public announcement of a tender offer or exchange offer, the consummation of which would result in a Person or group of affiliated or associated Persons becoming, subject to certain exceptions, the beneficial owner of 10% or more of the outstanding Common Shares (or such later date as may be executed in determined by the Board of Directors of the Company prior to a Person or group of affiliated or associated Persons becoming an Acquiring Person) (the earlier of such dates being called the "DISTRIBUTION DATE"). The ownership percentage threshold applicable to a person or group who held 10% or more of the Common Shares on May 9, 2000 is 15%. Until the Distribution Date, (i) the Rights will be evidenced by the Common Share certificates and will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of the Common Shares will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any number of counterpartsCommon Share certificate, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed even without such notation or a copy of this Subscription Agreement Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy such certificate. As promptly as practicable following the Distribution Date, separate certificates evidencing the Rights ("RIGHT CERTIFICATES") will be deemed mailed to be execution and delivery holders of this Subscription Agreement record of the Common Shares as of the date hereinafter set forthclose of business on the Distribution Date, and such separate Right Certificates alone will evidence the Rights. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT The Rights are not exercisable until the Distribution Date. The Rights will expire on May 23, 2010, unless extended or earlier redeemed or exchanged by the Company as described below. The Purchase Price payable and the number of Preferred Shares or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution: (THE "SUBSCRIPTION AGREEMENT"i) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (AS DEFINED HEREINii) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933upon the grant to holders of the Preferred Shares of certain rights, AS AMENDED options or warrants to subscribe for or purchase Preferred Shares or convertible securities at less than the then current market price of the Preferred Shares, or (THE "1933 ACT"iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those described in clause (ii) of this paragraph). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTWith certain exceptions, OR ANY U.S. STATE SECURITIES LAWSno adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in the Purchase Price. No fraction of a Preferred Share (other than fractions in integral multiples of one one-hundredth of a share) will be issued and, ANDin lieu thereof, UNLESS SO REGISTEREDan adjustment in cash will be made based on the closing price on the last trading date prior to the date of exercise. The number of outstanding Rights and the number of one one-hundredth of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, NONE MAY BE OFFERED OR SOLDconsolidations or combinations of the Common Shares occurring, DIRECTLY OR INDIRECTLYin any such case, IN THE UNITED STATES OR TO U.S. PERSONS prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $.01 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $.01 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are subject to adjustment in the event of a stock dividend on the Common Shares or a subdivision, combination or consolidation of the Common Shares. In the event that a person or group becomes an Acquiring Person (AS DEFINED HEREINexcept pursuant to a Permitted Offer (as defined below)), each holder of a Right, other than the Acquiring Person or the affiliates, associates or transferees thereof (whose Rights will thereafter be void), will thereafter have the right to receive upon exercise thereof at the then current exercise price of the Right that number of Common Shares having a market value of two times the exercise price of the Right, subject to certain possible adjustments. In the event that the Company is acquired in certain mergers or other business combination transactions or 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACTare sold after a person or group becomes an Acquiring Person (except pursuant to a Permitted Offer), PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTholders of the Rights will thereafter have the Right to receive, OR PURSUANT TO AN AVAILABLE EXEMPTION FROMupon exercise thereof at the then current exercise price of the Right, OR IN A TRANSACTION NOT SUBJECT TOthat number of Common Shares of the acquiring company (or, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Onlyin certain cases, one of its Affiliates) TO: INDEPENDENCE ENERGY CORP. (having a market value of two times the "Company")exercise price of the Right.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERALS LEASING, INC., a Delaware corporation /s/ LESLXX XXXXXX ----------------------------- By: X ----------------------------------- ----------------------------------------- Signature /s/ DAVIX X. XXXXXXX Xxxe: Leslxx Xxxxxx -------------------------------------- Name: DAVIX X. XXXXXXX ------------------------------- Title: VICE PRESIDENT ------------------------------ WITNESS: MEDITRUST ACQUISITIONS CORPORATION III, a Delaware corporation /s/ ----------------------------- By: /s/ MICHXXX X. XXXXXX Xxxe: -------------------------------------- Name: Michxxx X. Xxxxxx ------------------------------- Title: Chief Operating Officer ------------------------------ [Seventh Amendment of witness Signature Agreement Regarding Related Lease Transactions] JOINDER AND CONSENT Sterling House Corporation, being a guarantor of individual the various obligations of ALS Leasing Inc. under one or more guaranties (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptancecollectively, the Company "Guaranty") delivered to the Meditrust Parties in connection with the Meditrust/ALS Transactions (as defined in the Related Transactions Agreement), hereby (A) joins in this Seventh Amendment and consents to the provisions hereof, and (B) agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed that it will not in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy way raise any aspect of this Subscription Agreement Seventh Amendment as a defense to any action or proceeding instituted by electronic facsimile transmission any of the Meditrust Parties to enforce the Guaranty. WITNESS: STERLING HOUSE CORPORATION, a Kansas corporation /s/ ALICX XXXXXXX ------------------------------ By: /s/ R. GAIL XXXXX Xxxe: Alicx Xxxxxxx ----------------------------- Name: R. Gail Xxxxx ------------------------ Title: Vice President ----------------------- JOINDER AND CONSENT Alternative Living Services, Inc., being a guarantor of the various obligations of the ALS Leasing Inc. under one or other means of electronic communication capable of producing a printed copy more guaranties (collectively, the "Guaranty") delivered to the Meditrust Parties in connection with the Meditrust/ALS Transactions (as defined in the Related Transactions Agreement), hereby (A) joins in this Seventh Amendment and consents to the provisions hereof, and (B) agrees that it will be deemed to be execution and delivery not in any way raise any aspect of this Subscription Agreement Seventh Amendment as a defense to any action or proceeding instituted by any of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (Meditrust Parties to enforce the "Company")Guaranty.
Appears in 1 contract
Samples: Alternative Living Services Inc
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal. Date: X ----------------------------------- ----------------------------------------- Signature ----------- ATTEST: PREMIERE TECHNOLOGIES, INC. By: --------------------------- --------------------------- Secretary Countersigned: SunTrust Bank, Atlanta, as Rights Agent By: ------------------------ Authorized Officer -2- [Form of witness Signature Reverse Side of individual Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer this Rights Certificate.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of FOR VALUE RECEIVED ___________, ______ hereby sells, assigns and transfers unto ______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: , ---------------- ----. Address Signature Guaranteed: -------------------------------------- Signature (Signature must correspond to name as written upon the face of Subscriber this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (residencea bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and e-mail address By signing shares of Common Stock, that the Rights evidenced by this acceptanceRights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company agrees will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be bound an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by all representations, warranties, covenants such Rights Certificate to be void and agreements on pages 4-12 hereofnot transferable or exercisable. This Subscription Agreement may [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed if holder desires to be execution and delivery of this Subscription Agreement as of exercise the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers OnlyRights Certificate.) TO: INDEPENDENCE ENERGY CORPPREMIERE TECHNOLOGIES, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Series C Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ---------------------------------- Address: -------------------------- Social Security or other Taxpayer Identification Number: ------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ---------------------------------- Address: -------------------------- Social Security or other Taxpayer Identification Number: ------------ Dated: , ------------- ----- Signature Guaranteed: -------------------------------------- Signature (Signature must correspond to name as written upon the "Company"face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------- Signature ------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B --------- ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PREMIERE TECHNOLOGIES, INC.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Premiere Technologies Inc)
WITNESS. EXECUTION BY SUBSCRIBEROUR HANDS on the dates indicated, but as of the effective date hereinbefore specified. Date: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per_ ELPF _________, LLC By: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceDate: _________________ The District at Xxxxxx Mill, the Company agrees to be bound by all representationsLLC By: Xxxxx District at Xxxxxx Mill, warrantiesLLC By: Xxxxx Enterprises, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. Inc. By: ____________________ THE SECURITIES REPRESENTED BY THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE CERTIFICATE OR OTHER INSTRUMENT HAVE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT")”) OR UNDER ANY STATE SECURITIES LAW. NONE OF THE SUCH SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED OR FOR SALE, HYPOTHECATED, SOLD, DIRECTLY TRANSFERRED OR INDIRECTLYOTHERWISE DISPOSED OF, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE COMPANY AS HAVING AN INTEREST IN SUCH SECURITIES, IN THE UNITED STATES OR ABSENCE OF, WITH RESPECT TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS EACH OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAW, (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SAID ACT OR LAW, OR (ii) AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE TRANSACTION BY WHICH SUCH SECURITIES WILL BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, IS EXEMPT FROM OR OTHERWISE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SAID ACT OR LAW. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP**** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. (Material filed separately with the "Company")Securities and Exchange Commission. ELSEL XXXXXX MILL LLC LIMITED LIABILITY COMPANY AGREEMENT SCHEDULE I DEFINITIONS “AAA” has the meaning ascribed to such term in section 6.9.
Appears in 1 contract
Samples: Escrow Agreement (Excelsior Lasalle Property Fund Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Company and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of __, ____. THE MONY GROUP INC. By:___________, ____________ Name: Title: COUNTERSIGNED: FIRST CHICAGO TRUST COMPANY OF NEW YORK By_______________________________ Name: Title: A-3 34 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________________________________ hereby sells, assigns and transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: _______________________ Signature _________________________ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Address Certificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptancethe undersigned, the Company agrees Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated:____________________________ Signature _________________________ The signature to be bound by all representations, warranties, covenants the foregoing Assignment and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy Certificate must correspond to the name as written upon the face of this Subscription Agreement by electronic facsimile transmission Right Certificate in every particular, without alteration or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")enlargement or any change whatsoever.
Appears in 1 contract
Samples: Mony Group Inc
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY AMERICAN SIERRA GOLD CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY AMERICAN SIERRA GOLD CORP. (the "Company")) PURCHASE OF SHARES
Appears in 1 contract
Samples: Private Placement Subscription Agreement (American Sierra Gold Corp.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual TALBOT BANCSHARES, INC. (if Subscriber IS an individuala Maryland corporation) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, ________________ By:__________________________________________ X. Xxxxxxxx Xxxxxxxx Secretary President and Chief Executive Officer WITNESS: SHORE BANCSHARES, INC. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address (a Maryland corporation) ___________________________ By:__________________________________________ Xxxxxx X. Xxxxxx Secretary President and Chief Executive Officer THE UNDERSIGNED, President and Chief Executive Officer of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number TALBOT BANCSHARES, INC., a Maryland corporation, who executed on behalf of the Corporation the foregoing Articles of Merger of which this certificate is made a part, hereby acknowledges in the name and e-mail address By signing this acceptance, on behalf of said Corporation the Company agrees foregoing Articles of Merger to be bound by the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all representationsmaterial respects under the penalties of perjury. _____________________________________________ X. Xxxxxxxx Xxxxxxxx President and Chief Executive Officer THE UNDERSIGNED, warrantiesPresident and Chief Executive Officer of SHORE BANCSHARES, covenants and agreements INC., a Maryland corporation, who executed on pages 4-12 hereof. This Subscription Agreement may be executed in any number behalf of counterparts, each the Corporation the foregoing Articles of which, when so executed and delivered, shall constitute an original and all Merger of which together shall constitute one instrument. Delivery this certificate is made a part, hereby acknowledges in the name and on behalf of an executed copy said Corporation the foregoing Articles of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed Merger to be execution the corporate act of said Corporation and delivery hereby certifies that to the best of this Subscription Agreement as his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. acknowledges in the name and on behalf of said Corporation the foregoing Articles of Merger to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. _____________________________________________ Xxxxxx X. Xxxxxx President and Chief Executive Officer Exhibit A SHORE BANCSHARES, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION FIRST: SHORE BANCSHARES, INC., a Maryland corporation (hereinafter called the "Corporation"), having its principal office in Centreville, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: SECOND: The name of the date hereinafter set forthCorporation is: SHORE BANCSHARES, INC. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TOTHIRD: INDEPENDENCE ENERGY CORP. (The purposes for which the "Company")Corporation is formed are to engage in lawful act or activities permitted by a corporation organized under the laws of the State of Maryland.
Appears in 1 contract
Samples: Plan and Agreement to Merge (Talbot Bancshares Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORPWOLVERINE EXPLORATION INC. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Wolverine Exploration Inc. (the "“Company")”) 0000 XxXxxx Xxxx, Xxxxxxx, British Columbia, Canada V2J 6V5
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Exploration Inc.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the due execution hereof with the intent of witness Signature being legally bound as of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of the date stated on the first page hereof. XXXXXX XXXXX & COMPANY, a Delaware corporation, ATTEST:__________________________ By:_________________________ Name: Xxxxxx X. Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary Title: Vice President and Chief Financial Officer EXHIBIT A TO GUARANTY AGREEMENT [To be supplied by Guarantor) EXHIBIT D-1 Name: ______________________ Home Address: _______________ Date: ______________________ Xxxxxx Xxxxx & Company 0000 Xxxxxxxxx Xxxx. Xxxxxxxx, XX 00000 Attn: Xx. Xxxxxx X. Bardenwerper, General Counsel & Secretary Gentlemen: I have issued a promissory note in the principal amount of $_________ to NationsBank, N.A. (the "Agent"), as agent for itself and certain other banks. That note evidences a loan made to me by the Agent to enable me to purchase, or to refinance the purchase of, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as _______ shares of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. common stock of Xxxxxx Xxxxx & Company (the "Company"). As security for the timely satisfaction of my obligations under the note, I hereby pledge to the Agent all shares purchased or refinanced with the proceeds of the loan as stated above (the "Employee Pledged Shares"), and grant to the Agent a lien on and security interest in those shares and all proceeds thereof. I have not, and I agree that until the note has been paid in full I will not, sell or otherwise dispose of any of the Employee Pledged Shares or create, incur or permit to exist any other pledge, lien, encumbrance, or security interest in the Employee Pledged Shares or their proceeds except as provided in this letter. The Agent is authorized to remit the proceeds of my loan directly to the Company. The Company and/or its transfer agent is hereby authorized and directed, upon disbursement by the Agent of the proceeds of my loan, to register on its books my pledge to the Agent of the Employee Pledged Shares, to identify said pledge of the Employee Pledged Shares on all initial and periodic statements and all other statements or notices respecting the Employee Pledged Shares, and to have all pledgee notices and statements respecting the Employee Pledged Shares as well as any and all certificates or any other instruments or documents evidencing my ownership of the Employee Pledged Shares sent directly to the Agent at the following address: NationsBank, N.A. 000 Xxxxx Xxxxx Xxxxxx Independence Center, 15th Floor NC1-001-15-04 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: Xxx Xxxxxx Agency Services I agree that the Agent shall take and maintain possession of all such statements, notices, certificates, instruments and documents in its capacity as pledgee.
Appears in 1 contract
Samples: Credit Agreement (Watson Wyatt & Co)
WITNESS. EXECUTION BY SUBSCRIBERRELEASEE: X ----------------------------------- ----------------------------------------- Signature ------- -------- ------------------------------------ ------------------------------------ Print Name: XXXXXX XXXXXXXX ------------------------- SCHEDULE E GENERAL RELEASE FROM PILEVSKY RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT XXXXXX XXXXXXXX, an individual a residence at 00 Xxxxxxxxxx Xxxx, Xxxxxxxx, New York 11559, and his direct or indirect subsidiaries, affiliates or partners, successors, predecessors and permitted assigns collectively as RELEASOR, for good and valuable consideration, receipt of witness Signature which is hereby acknowledged, release and discharge PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name themselves and each of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address their respective direct or indirect subsidiaries or other affiliates, successors, predecessors and permitted assigns collectively as RELEASEE from all actions, causes of witness Name action, suits, debts, dues, sums of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may, have for, upon, or by reason of authorized signatory (PLEASE PRINT) ACCEPTED this _______ any matter, cause or thing whatsoever from the beginning of the world to the day of _________the date of this Release and relating to, arising under or in connection with that certain Redemption Agreement dated as of April __, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number 2000 by and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants among RELEASOR and agreements on pages 4-12 hereofRELEASEE. This Subscription Agreement RELEASE may not be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrumentchanged orally. Delivery of an executed copy [The remainder of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")page is intentionally left blank.]
Appears in 1 contract
Samples: Redemption Agreement (Philips International Realty Corp)
WITNESS. EXECUTION BY SUBSCRIBERGRANTEE: X ----------------------------------- ----------------------------------------- Signature TOWN OF RIVERDALE PARK, a municipal corporation By: Name: Title: STATE OF MARYLAND ) ) to wit: COUNTY OF PRINCE XXXXXX’S ) I HEREBY CERTIFY, that on this day of witness Signature , 2023, before me, the subscriber, a Notary Public in and for the City of individual Washington in the District of Columbia, personally appeared , known to me (if Subscriber IS an individualor satisfactorily proven) X ----------------------------------- ----------------------------------------- Name to be the person whose name is subscribed to the within instrument, and acknowledged that he/she is the , and that he/she, as such , being authorized so to do, executed the same for the purposes therein contained, by signing his/her name, and further acknowledged the same to be the free act and deed of witness Authorized signatory . NOTARY PUBLIC My Commission Expires: CONVEYANCE OF EASEMENT RIGHTS RIVERDALE PARK STATION This CONVEYANCE OF EASEMENT RGHTS (if Subscriber this "Conveyance") is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this ___made this____ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber 2023 by and between XXXXXXX TRACT, LLC, (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance“Xxxxxxx”), the Company agrees to be bound by all representationsa Maryland limited liability company; RIVERDALE PARK STATION COMMERCIAL ASSOCIATION, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPINC. (“Commercial Association”), a Maryland corporation; XXXXXXX TRACT PARCEL C, LLC (“Parcel C”), a Maryland limited liability company; CT BUILDING 1, LLC (“Building 1”), a Maryland limited liability company; CT BUILDING 2A/B, LLC (“Building 2A/B”), a Maryland limited liability company; CT BUILDING 4, LLC (“Building 4”), a Maryland limited liability company; CT BUILDING 5, LLC (“Building 5”), a Maryland limited liability company; CT PARCEL H, LLC (“Parcel H”), a Maryland limited liability company; CT BUILDING 7, LLC (“Building 7”), a Maryland limited liability company; CT BUILDING 8, LLC (“Building 8”), a Maryland limited liability company; and CT BUILDING 9, LLC (“Building 9”), a Maryland limited liability company, (collectively the "Company"“Grantor”), and The Town of Riverdale Park, Maryland (“Grantee” or “Riverdale Park”).
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________the due execution hereof as a document under seal, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forthfirst written above. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT BANK ONE, NA, as Agent Bank (THE "SUBSCRIPTION AGREEMENTthe Agent Bank") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS /s/ Joseph Brenner ---------------------------------------------- By: Joseph Brenner, Senior Vice President XXXX XXE, NA as a Bank (AS DEFINED HEREINa "Bank") PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933/s/ Joseph Brenner ---------------------------------------------- By: Joseph Brenner, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTSenior Vice President GUGGENHEIM INVESTMENT MANAGEMENT, OR ANY U.S. STATE SECURITIES LAWSLLC, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. as Class B Loan Agent (the "CompanyClass B Loan Agent")) By: /s/ Todd R. Boehly ----------------------------------------- Todd R. Boehly, Managing Director XXXXX XXXXMBIA CAPITAL COMPANY, LLC, as a Class B Lender (a "Class B Lender") By: /s/ Todd R. Boehly ----------------------------------------- Todd R. Boehly, Manager 1888 XXXX, XXX., xx a Class B Lender (a "Class B Lender") By: Guggenheim Investment Management, LLC, as Collateral Manager By: /s/ Todd R. Boehly ----------------------------------------- Todd R. Boehly, Managing Director XXXXX XXX, LTD., as a Class B Lender (a "Class B Lender") By: Guggenheim Investment Management, LLC, as Advisor By: /s/ Todd R. Boehly ----------------------------------------- Todd R. Boehly, Managing Director BINGHAM CDO L.P., as a Class B Lender (x "Xlass B Lender") By: Guggenheim Investment Management, LLC, as Advisor By: /s/ Todd R. Boehly --------------------------------------------- Todd R. Boehly, Managing Director XXXXXXX XXXXING, LTD., as a Class B Loan Lender (a "Class B Lender") By: Guggenheim Investment Management, LLC, as Manager By: /s/ Todd R. Boehly --------------------------------------------- Todd R. Boehly, Managing Director NORTH ATLANTIC TRADING COMPANY, INC., as the Borrower By: /s/ David I. Brunson ------------------------------------------- David I. Brunson, President and Chief Xxxxxxxxl Officer NATIONAL TOBACCO COMPANY, L.P., as a Subsidiary By NATIONAL TOBACCO FINANCE CORPORATION as its general partner By: /s/ David I. Brunson ------------------------------------------- David I. Brunson, Executive Vice President xxx Chief Financial Officer NORTH ATLANTIC OPERATING COMPANY, INC. as a Subsidiary By: /s/ David I. Brunson ------------------------------------------- David I. Brunson, Executive Vice President xxx Chief Financial Officer NATIONAL TOBACCO FINANCE CORPORATION as a Subsidiary By: /s/ David I. Brunson ------------------------------------------- David I. Brunson, Executive Vice President xxx Chief Financial Officer STOKER, INC. as a Subsidiary By: /x/ Xavid I. Brunson ------------------------------------------ David I. Brunson, Executive Vice President xxx Chief Financial Officer RBJ SALES, INC. as a Subsidiary By: /s/ David I. Brunson ------------------------------------------- David I. Brunson, Executive Vice President xxx Chief Financial Officer FRED STOKER & SONS, INC. as a Subsidiary Xx: /s/ David I. Brunson --------------------------------------------- David I. Brunson, Executive Vice President xxx Xhief Financial Officer
Appears in 1 contract
Samples: Subordination Agreement (North Atlantic Trading Co Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- ___________________________________ Signature of witness ___________________________________ Name of witness ___________________________________ Address of witness __________________________________ X __________________________________ Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness __________________________________ Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness ____________________________________ Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- _____________ Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, 2017 PACIFIC GREEN TECHNOLOGIES INC. Per: _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. _____________________________ Authorized signatory ___________________________________ Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory ____________________________________ Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPPACIFIC GREEN TECHNOLOGIES INC. (the "“Company"”)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Pacific Green Technologies Inc.)
WITNESS. EXECUTION BY SUBSCRIBERLANDLORD: X ----------------------------------- ----------------------------------------- Signature CCM Associates of witness Signature Xxxxxxx Park, LLC BY: ITS: DATE: TENANT: XXXXXXXXXXX BY: ITS: DATE: EXHIBIT “A” Additional Provisions EXHIBIT “B” Demised Premises EXHIBIT "C" Landlord's Work EXHIBIT “D” Tenant’s Improvements EXHIBIT “E” Sign Criteria EXHIBIT “F” Agreement of individual (if Subscriber IS Lease Commencement Date This AGREEMENT OF LEASE COMMENCEMENT DATE, once executed, shall become an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ attachment to the Lease between XXXXXXXX as Landlord and XXXXXXX as Tenant dated the day of ___________XXXXX 20XX. The Tenant hereby agrees and confirms that any improvements required to be furnished by Landlord pursuant to Exhibit “C” of the Lease have been completed in all respects and are satisfactory. The Tenant does hereby accept possession of the Demised Premises and acknowledges that the Lease Commencement Date is hereby established as , _____20XX. ----------------------------------------- INDEPENDENCE ENERGY CORPAgreed to and accepted this day of XXXXXX 20XX. Address TENANT: XXXXXXXXXXXXXX LANDLORD: XXXXXXXXXXXXX By: By: Its: Its: Date: _ Date: EXHIBIT “G” Existing Exclusives and Restricted Uses E xhibit “H” Guaranty Landlord: CCM Associates of Subscriber (residence) PerXxxxxxx Park, LLC Tenant: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number XXXXXXXXXXX Guarantor: XXXXXXXXXXX Date: XXXXXXXXXXXXX Tenant wishes to enter into the Lease with Landlord. Landlord is unwilling to enter into the Lease unless Guarantor assures Landlord the performance of Tenant's obligations under the Lease with respect to paying the base rent and e-mail address By signing this acceptanceadditional rent for the term of the Lease. Accordingly, in order to induce Landlord to enter into the Lease with Tenant, and for good and valuable consideration, receipt and adequacy of which are acknowledged by Guarantor including without limitation, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy benefits that Guarantor will be deemed to be execution and delivery of this Subscription Agreement as of derive from Tenant’s entry into the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Lease:
Appears in 1 contract
Samples: Center Lease Agreement
WITNESS. EXECUTION BY SUBSCRIBEREXHIBIT A FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) TO: X ----------------------------------- ----------------------------------------- Signature Medivisor, Inc. The undersigned, the holder of witness Signature the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase there under, shares of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name Common Stock of witness Authorized signatory (if Subscriber Medivisor, Inc. and herewith makes payment of $ therefore, and requests that the certificates for such shares be issued in the name of, and delivered to whose address is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of -------------------------------------------------------. Dated:___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ___ --------------------------------------------- (Signature must conform to name of Subscriber holder as specified on the face of the Warrant) --------------------------------------------- (residenceAddress) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceEXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the Company agrees undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to be bound by all representations, warranties, covenants purchase the percentage and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterpartsshares of Common Stock of Medivisor, Inc. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of whichMedivisor, when so executed and deliveredInc. with full power of substitution in the premises. ================================================================================ Transferees Percentage Number Transferred Transferred -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ================================================================================ Dated: , shall constitute an original and all 200_ _______________________________ (Signature must conform to name of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement holder as specified on the face of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT warrant) Signed in the presence of: --------------------------- --------------------------------- (THE "SUBSCRIPTION AGREEMENT"Name) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREINaddress) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED --------------------------------- (THE "1933 ACT"address) ACCEPTED AND AGREED: [TRANSFEREE] --------------------------- (Name). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
Samples: Medivisor Inc
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- __________________________________________________ Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- __________________________________________________ Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Brockton Capital Corp. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. TRUST FUNDS (USD) INSTRUCTIONS FOR WIRING FUNDS TO XXXXX XXXXXX LLP HSBC BANK USA XXX XXXX XXXXXX XXXXXXX, XXX XXXX 00000 ABA NO.: 021 001 088 SWIFT CODE: XXXXXXXX ACCOUNT NO.: 000050881 For further credit to: HSBC BANK CANADA 000 XXXX XXXXXXX XXXXXX XXXXXXXXX, XXXXXXX XXXXXXXX X0X 0X0 XXXXXX ACCOUNT NAME: XXXXX XXXXXX LLP U.S. TRUST ACCOUNT NO.: 491689-002 TRANSIT NO.: 10020 BANK CODE: 16 PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND OUR FILE NUMBER 32051-0001/VZH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE WHICH IS FOUR MONTHS FROM THE CLOSING DATE. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY BROCKTON CAPITAL CORP. (the "“Company")”) Suite 604 – 000 Xxxx Xxxxxx Xxxxxx Vancouver, BC V6C 2T7
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Megawest Energy Corp.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement my hand as of the date hereinafter set forthfirst above written. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT -------------------------------- Vice President Exhibit H-2 Transfer and Administration Agreement 126 Exhibit I --------- FORM OF OPINION OF COUNSEL FOR THE SPV, ORIGINATOR AND SERVICER --------------------------------------------------------------- March 30, 2001 Receivables Capital Corporation c/o Amacar Group, L.L.C. 6525 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte, North Carolina 28211 Bank of America, National Association 231 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Xxdies and Gentlemen: This opinion is furnished to you pursuant to Section 5.1(l) of the Transfer and Administration Agreement dated as of March 30, 2001 (THE the "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING among DCC Funding LLC, a Delaware limited liability company (the "SPV"), Diebold Credit Corporation, a Delaware corporation, individually and as servicer (the "ORIGINATOR"), Diebold, Incorporated, an Ohio corporation, as guarantor (the "GUARANTOR"), Receivables Capital Corporation, a Delaware corporation (the "CONDUIT INVESTOR"), Bank of America, National Association, a national banking association ("BANK OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS AMERICA") as agent, as administrative agent and as an Alternate Investor, and certain financial institutions from time to time parties thereto as Alternate Investors. Capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in the Agreement. We have acted as counsel to the Originator, the SPV and the Guarantor in connection with the preparation of the Agreement, the First Tier Agreement, the other Transaction Documents and the transactions contemplated thereby. We have examined, on the date hereof, the Agreement and all exhibits thereto, the First Tier Agreement and all exhibits thereto, certificates of public officials and of officers of the SPV and the Originator and certified copies of the Originator's, the SPV's and the Guarantor's certificate of incorporation, by-laws and the Board of Directors' resolutions or certificate of formation, limited liability company agreement and board of managers' resolutions, as applicable, authorizing the Originator's, the Guarantor's and the SPV's participation in the transactions contemplated by the Agreement, the First Tier Agreement, the other Transaction Documents, copies of each of the above having been delivered to you, copies of the financing statements on Form UCC-1 filed in the filing offices listed in SCHEDULE I hereto executed by the Originator, as debtor, in favor of the SPV, as secured party and showing the Agent, on behalf of the Conduit Investor and the Alternate Investors, as the assignee of the secured party, substantially in the form attached hereto as EXHIBIT A (AS DEFINED HEREINthe "ORIGINATOR FINANCING STATEMENTS") PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933and copies of the financing statements on Form UCC-1 filed in the filing offices listed in SCHEDULE II hereto executed by SPV, AS AMENDED as debtor, in favor of the Agent, on behalf of the Conduit Investor and the Alternate Investors, as secured party, substantially in the form attached hereto as EXHIBIT B (THE the "1933 ACTSPV FINANCING STATEMENTS"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTWe have also examined the closing documents delivered pursuant to the Agreement and the First Tier Agreement and copies of all such documents and records, OR ANY U.S. STATE SECURITIES LAWSand have made such investigations of law, ANDas we have deemed necessary and relevant as a basis for our opinion. With respect to the accuracy of material factual matters which were not independently established, UNLESS SO REGISTEREDwe have relied on certificates and statements of officers of the Originator and the SPV. On the basis of the foregoing, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (we are of the "Company")opinion that:
Appears in 1 contract
Samples: Transfer and Administration Agreement (Diebold Inc)
WITNESS. EXECUTION BY SUBSCRIBERs/ Xxxx Xxxxxxxxx HCP SPRINGTREE, LLC, HCP OCOEE, LLC, HCP PORT ORANGE, LLC, HCP XXXXXXX LAKE, LLC, HCP ST. AUGUSTINE, LLC, HCP CARROLLWOOD, LLC, HCP OVIEDO, LLC, HCP WEKIWA SPRINGS, LLC, HCP OAK PARK, LLC, HCP CY-FAIR, LLC, HCP FRIENDSWOOD, LLC, HCP IRVING, LLC and HCP EMFIN PROPERTIES, LLC, each a Delaware limited liability company Witness: X ----------------------------------- ----------------------------------------- Signature /s/ Xxxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President CONSENT, REAFFIRMATION AND AGREEMENT OF GUARANTOR Guarantor hereby (i) reaffirms all of witness Signature of individual its obligations under the Guaranty, (if Subscriber IS an individualii) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory consents to the foregoing Amendment and (if Subscriber is NOT an individualiii) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, agrees that its obligations under the Company agrees Guaranty shall extend to be bound by all representations, warrantiesLessee’s duties, covenants and agreements on pages 4-12 hereofobligations pursuant to the Lease, as hereby amended. This Subscription Signed, sealed and delivered in the BROOKDALE SENIOR LIVING INC., presence of: a Delaware corporation /s/ Xxxxx X. Xxxxxxx Name: By: /s/ H. Xxxx Xxxxxxxx Name: H. Xxxx Xxxxxxxx /s/ Xxxx Xxxx Jiang Title: Executive Vice President - Name: Corporate Development Guarantors’ Signature Page to Second Amendment to Amended and Restated Master Lease and Security Agreement may be executed in any number of counterpartsAMENDED EXHIBIT A-1.1 Initial Allocated Minimum Rent – Pool 1 Facility Name July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 Excess Allocation Full Year 2014 2016 Allocated Special Rent Credit Subsequent Special Rent Credit Palm Springs, each of whichEmeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Santa Xxxx, when so executed and deliveredEmeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxx Xxxxx, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Green Mountain, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Newnan, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Courtyard Gardens, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lake Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lake Springs Cottages, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Oak Tree Village, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Willow Ridge, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Marlton Crossing, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Sandia Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Magnolia Gardens [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Heritage Place [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lakeside [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lakeside Cottages [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Springfield - The Briarwood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Springfield- The Woodside, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Park Place, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxxx View, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lexington Gardens [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Legacy Crossing, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Clearlake, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Holiday Lane Estates, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Moses Lake [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Quail Hollow [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Absaroka, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Montclair Park, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Meadowlark, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] San Dimas, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Highline, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Woodstock, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Sweetwater, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Flint River, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Mountain View, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lassen House, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Westminster, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Spring Tree [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Ocoee, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Friendswood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxxx Lake, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Oak Park, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Total Lease Pool 1 (45 Properties) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Portions of this Subscription Agreement exhibit that have been marked by electronic facsimile transmission or other means of electronic communication capable of producing [***] have been omitted pursuant to a printed copy will be deemed to be execution request for confidential treatment filed separately with the Securities and delivery Exchange Commission. AMENDED EXHIBIT A-2.1 Initial Allocated Minimum Rent – Pool 2 HCP # Facility Name July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 Excess Allocation Full year 2014 2016 Allocated Special Rent Credit Subsequent Special Rent Credit 0000 Xxxxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1233 Xxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2144 Mountain Laurel, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1162 Orland Park, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2135 Paducah, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2129 Heartland Park, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2126 Xxxxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2110 Plaza, Emeritus at The [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2171 Sellwood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000_ Xxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2093 Spring Arbor, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2117 Maplewood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2061 Xxxxxx'x Landing, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2127 Brentmoor, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2119 Oaks, Emeritus at The [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1160 Tulsa, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2152 Hillside [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0849 Carrollwood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0820 Irving, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0859 Oviedo, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0732 Port Orange, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xx. Xxxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0245 Xxxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Total Lease Pool 2 (46 Properties) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Portions of this Subscription Agreement as exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. AMENDED EXHIBIT A-3.1 Initial Allocated Minimum Rent – Pool 3 HCP # Facility Name July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 PO Property Excess Allocation Full Year 2014 2016 Allocated Special Rent Credit Subsequent Special Rent Credit 0000 Xxxxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1561 Xxxxx Creek, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0224 Northdale, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2084 Manor House, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2050 Cougar Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2133 Oswego Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2140 Century Fields, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1172 Greenville, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Inn at Hilton Head, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2112 Palm Village, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2162 Carriage Inn, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2062 Stonebridge [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Inn at Greenville [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2132 Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2116 Willows at Xxxxxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2077 Monroe House [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1173 Bellevue, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2114 Englewood Heights [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1386 Marietta, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0217 Cy-Fair, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxx Xxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0734 Hillsborough, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0861 Wekiwa Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lease Pool 3 (45 Properties) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2125 Heritage, Emeritus at The [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Purchase Option Properties (1 Property) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Total Lease Pool 3 (46 Properties) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Portions of this exhibit have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Securities and Exchange Commission.
Appears in 1 contract
Samples: Master Lease and Security Agreement (Brookdale Senior Living Inc.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- X___________________________________ Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- ___________________________________ Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORPName of authorized signatory (please print) WOLVERINE EXPLORATION INC. Per: Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Wolverine Exploration Inc. (the "“Company")”) 0000 XxXxxx Xxxx, Quesnel, British Columbia, Canada V2J 6V5
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Exploration Inc.)
WITNESS. EXECUTION BY SUBSCRIBERthe execution hereof under seal as of this ___ day of December, 2003. LANDLORD: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this MA-RIVERVIEW/245 FIRST STREET, L.L.C., a Delaware limited liability company By: By: Equity Office Management, L.L.C., a Delaware limited liability company, its non-member manager By: ______________________ day of Name: ____________________ Its: Authorized Signatory TENANT: VIACELL, INC. By:___________________________ Name: Title: By:___________________________ Name: Title: STATE OF ___________ ) ) ss. COUNTY OF___________ ) _____________ __, 2003 Then personally appeared before me the above-named ___________________, the ____________ of Equity Office Management, L.L.C. agent for MA-Riverview/245 First Street, L.L.C. and acknowledged the foregoing to be his/her free act and deed and the free act and deed of MA-Riverview/245 First Street, L.L.C. Notary Public: My Commission Expires: XXXXXXXXXXXX XX XXXXXXXXXXXXX ____________, ss. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e_______________ __, 2003 Then personally appeared before me the above-mail address By signing this acceptancenamed ________________, the Company agrees ____________ of Viacell, Inc., and acknowledged the foregoing to be bound by all representationshis/her free act and deed and the free act and deed of Viacell, warrantiesInc. Notary Public: My Commission Expires: COMMONWEALTH OF MASSACHUSETTS ____________, covenants ss. _______________ __, 2003 Then personally appeared before me the above-named _________________, the ____________ of Viacell, Inc., and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed acknowledged the foregoing to be execution his/her free act and delivery deed and the free act and deed of this Subscription Agreement Viacell, Inc. Notary Public: My Commission Expires: EXHIBIT G EXTERIOR SIGNAGE (To be attached upon submittal by Tenant and approval by Landlord) OFFERING SPACE EXHIBIT I COMMENCEMENT LETTER Date ______________________ Tenant ____________________ Address ___________________ ___________________ Re: Commencement Letter with respect to that certain Lease dated as of the date hereinafter set forth_____ day of December, 2003, by and between EOP-RIVERVIEW/245 FIRST STREET, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, as Landlord, and VIACELL, INC., as Tenant, for 42,943 rentable square feet in the Building located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Dear __________________: In accordance with the terms and conditions of the above referenced Lease, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (Tenant accepts possession of the "Company")Premises and agrees:
Appears in 1 contract
Samples: Office and Laboratory Lease Agreement (Viacell Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____2013. ----------------------------------------- INDEPENDENCE ENERGY CORPPACIFIC GREEN TECHNOLOGIES INC. Per: Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPPACIFIC GREEN TECHNOLOGIES INC. (the "“Company"”)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Pacific Green Technologies Inc.)
WITNESS. EXECUTION BY SUBSCRIBERBy: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual /s/ Xxxx X. Xxxx --------------------------------- Name: Xxxx X. Xxxx --------------------------------- /s/ Xxxxx Xxxxxxxx Title: Chief Executive Officer -------------------------------- --------------------------------- EXHIBIT A FORM OF SUBSCRIPTION (if Subscriber IS an individualTo Be Signed Only On Exercise Of Warrant) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory TO: eLEC Communications Corp. 00 Xxxxx Xxxxxxxx, Xxxxx 000 Xxxxx Xxxxxx, Xxx Xxxx 00000 Attention: Chief Financial Officer The undersigned, pursuant to the provisions set forth in the attached Warrant (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this No.____), hereby irrevocably elects to purchase ________ day shares of the Common Stock covered by such Warrant. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________, in lawful money of the United States. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________________ whose address is _____________________________________________. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number The undersigned represents and e-mail address By signing this acceptance, warrants that all offers and sales by the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as undersigned of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. as amended (the "CompanySecurities Act"), or pursuant to an exemption from registration under the Securities Act. Dated: ----------------------- -------------------------------------------- (Signature must conform to name of holder as specified on the face of the Warrant) Address: ------------------------------ ------------------------------ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only On Transfer Of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of eLEC Communications Corp. into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of eLEC Communications Corp. with full power of substitution in the premises. Percentage Number Transferees Address Transferred Transferred ----------- ------- ----------- ----------- -------------------------------------- ----------------------------------- ----------------- ---------------- -------------------------------------- ----------------------------------- ----------------- ---------------- -------------------------------------- ----------------------------------- ----------------- ---------------- -------------------------------------- ----------------------------------- ----------------- ---------------- Dated: ----------------------- -------------------------------------------- (Signature must conform to name of holder as specified on the face of the Warrant) Address: ------------------------------ ------------------------------ SIGNED IN THE PRESENCE OF: -------------------------------------------- (Name) ACCEPTED AND AGREED: [TRANSFEREE] ----------------------------------- (Name)
Appears in 1 contract
Samples: Elec Communications Corp
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual EXECUTIVE /s/ Xxxxxxxx Xxxxx /s/ Xxxxxx X. X'Xxxxx ------------------------ --------------------------------------- Xxxxxx X. X'Xxxxx EXHIBIT A COLONY RIH HOLDINGS, INC. 2001 OMNIBUS STOCK INCENTIVE PLAN XXXXXX X. X'XXXXX STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________"Agreement"), _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement dated as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT first day of October, 2001 (THE the "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACTEffective Date"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWSby and between COLONY RIH HOLDINGS, ANDINC., UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. a Delaware corporation (the "Company"), and XXXXXX X. X'XXXXX (the "Optionee") in his capacity as the Senior Vice President - Vice President and Secretary of the Resorts International Hotel, Inc., a New Jersey corporation and a Subsidiary of the Company ("Resorts"). Pursuant to the Colony RIH Holdings, Inc. 2001 Omnibus Stock Incentive Plan (the "Plan"), the Board of Directors of the Company (the "Board"), as the Administrator of the Plan, has determined that the Optionee is to be granted an option (the "Option") to purchase shares of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), and shares of the Company's Class B Common Stock, par value $.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), each on the terms and conditions set forth herein, and hereby grants such Option. Such grants shall be deemed to satisfy in full the obligations under Paragraph 4(b) of that certain Employment Agreement between the Optionee and Resorts, as hereinafter amended (the "Employment Agreement"). Such grants shall also be conditioned on the Optionee agreeing to be bound by the Stockholders Agreement (as defined below) with respect to the Common Stock, and shall evidence such agreement by executing a joinder agreement substantially in the form of Exhibit A attached hereto. All capitalized terms not defined herein shall have their respective meanings set forth in the Plan.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERBy: X ----------------------------------- ----------------------------------------- Signature ----------------------------- Name: Xxxxxxx Xxxxxxx ------------------ --------------------------- Title: Secretary ------------------ -------------------------- AGENT: NATIONSBANK, NATIONAL ASSOCIATION, as Agent for the Lenders WITNESS: By: ----------------------------- Name: Miles X. Xxxxxxx, III ----------------- --------------------------- Title: Senior Vice President ----------------- -------------------------- COLLATERAL ASSIGNMENT OF TRADEMARK LICENSE AGREEMENT SIGNATURE PAGE 1 OF 1 EXHIBIT A License Agreement ----------------- See Attached. EXHIBIT B Form of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________Absolute Assignment --------------------------- ABSOLUTE ASSIGNMENT OF TRADEMARK LICENSE AGREEMENT KNOW ALL MEN by these presents that BREED Technologies, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceInc., the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Delaware corporation (the "CompanyLicensee")) is the Licensee of the Licensed Trademarks as set forth and defined in that certain Trademark License Agreement dated as of October 30, 1997 attached hereto with AlliedSignal Inc. and AlliedSignal Technologies Inc. ("License Agreement") and, in consideration of the credit facilities from NationsBank, National Association, a national banking association, as Agent (the "Agent") for each of the lenders (the "Lenders") now or hereafter party to that certain Credit Agreement dated as of October 30, 1997 among Breed Technologies, Inc. and certain Subsidiaries, the Agent and the Lenders (as from time to time amended, supplemented or restated, the "Credit Agreement") and has sold, assigned, transferred, sublicensed and set over, and by this assignment does sell, assign, transfer, sublicense and set over to the Agent, all of its right title, and interest in the License Agreement, and the obligations described therein and any monies due and to become due thereunder. TO HAVE AND TO HOLD the same unto Agent, its successors and assigns forever.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal. Dated as of February 6, 1998. ATTEST: X ----------------------------------- ----------------------------------------- Signature PXXXXX DODGE CORPORATION Rxxxxx X. Xxxx By Dxxxxxx X. Xxxxxxx ------------------------- ------------------------ Secretary Title: Chairman and CEO Countersigned: The Chase Manhattan Bank By Rxxxxx X. Xxxxx ---------------------- Authorized Signatory 4 [Form of witness Signature Reverse Side of individual Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Right Certificate.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this FOR VALUE RECEIVED ____________________________ day hereby sells, assigns and transfers unto _____________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate on the books of the within named Company, with full power of substitution. Dated:_____________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _ -------------------------- Signature Signatures Guaranteed: The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this acceptanceRight Certificate from any Person who is, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute was or subsequently became an original and all of which together shall constitute one instrument. Delivery Acquiring Person of an executed copy Affiliate or Associate thereof. --------------------------- Signature NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of this Subscription Agreement by electronic facsimile transmission Right Certificate in every particular, without alteration or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forthenlargement or any change whatsoever. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")5
Appears in 1 contract
Samples: Rights Agreement (Phelps Dodge Corp)
WITNESS. EXECUTION BY SUBSCRIBER[Subsidiary] By: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual------------------------- ----------------------------- Name: Title: [CORPORATE SEAL] STATE OF NEW YORK ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this December _______ day of , 1994 : ss.: COUNTY OF NEW YORK ) Then personally appeared the above-named ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _________ _______________ in his/her capacity as __________________________________ of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number [Subsidiary], and e-mail address By signing this acceptance, acknowledged the Company agrees foregoing instrument to be bound by all representationshis/her free act and deed in his/her said capacity and the free act and deed of said corporation. Before me, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number ------------------------------- ------------------------------- (Print Name) Notary Public State of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as ------------------- My commission expires: ------------------- EXHIBIT A Description of the date hereinafter set forthPremises [Attach Legal Description of all parcels] EXHIBIT B Description of the Premises [Attach Legal Description of all parcels] EXHIBIT C Description of the Leases [Attach Legal Description of all leases] EXHIBIT H TO CREDIT AND GUARANTEE AGREEMENT MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT from [Subsidiary], Mortgagor to CHEMICAL BANK, as Agent, Mortgagee DATED AS OF DECEMBER __, 1994 After recording, please return to: Xxxxxxx Xxxxxxx & Xxxxxxxx a partnership which includes professional corporations 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ATTN: Xxxxxxx X. Xxxxxxxxxx, Esq. EXHIBIT H TO CREDIT AND GUARANTEE AGREEMENT [FORM OF SUBSIDIARY FEE MORTGAGE] [NOTE: THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES FORM IS NOT STATE-LAW SPECIFIC. SPECIFIC PROVISIONS, SATISFACTORY TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO AGENT'S COUNSEL, THAT ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S NECESSARY OR DESIRABLE UNDER THE UNITED STATES SECURITIES ACT LAW OR REAL ESTATE PRACTICE OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO ANY PARTICULAR STATE IN WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY FORM IS USED WILL BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")ADDED.]
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Warren S D Co /Pa/)
WITNESS. EXECUTION BY SUBSCRIBERSELLER: X ----------------------------------- ----------------------------------------- Signature MP BENICIA LOGISTICS, LLC, a Delaware limited liability company By: PRIT Core 501 (c)(25) LLC, its Sole Member By: PRIT Core Realty Holdings LLC, its Managing Member By: Pension Reserves Investment Trust Fund, its Managing Member By: Pension Reserve Investment Management Board, as trustee of witness Signature the Pension Reserves Investment Trust Fund By: XX Xxxxxx Investment Management Inc., its Authorized Agent By: Name: Title: XXXXXXXXXXXXXX XXXXX XX XXXXXXXXXX ) ) COUNTY OF ) On , before me, , personally appeared , who proved to me on the basis of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees satisfactory evidence to be bound the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by all representationshis/her/their signature(s) on the instrument the person(s), warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all or the entity upon behalf of which together shall constitute one the person(s) acted, executed the instrument. Delivery I certify under PENALTY OF PERJURY under the laws of an the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Signature Notary Public Seal EXHIBITS: Exhibit A – Property Description Exhibit B – Permitted Exceptions EXHIBIT A PROPERTY DESCRIPTION EXHIBIT B PERMITTED EXCEPTIONS EXHIBIT E ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this “Assignment”) is executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT day of , 2012 by and between MP Benicia Logistics, LLC, a Delaware limited liability company, having an address c/o X.X. Xxxxxx Investment Management Inc., c/o X.X. Xxxxxx Investment Management Inc. 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000 (THE "SUBSCRIPTION AGREEMENT"“Assignor”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS and [ ], a [ ], having an address c/o [ ] (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"“Assignee”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
Samples: Contract of Sale (Bebe Stores, Inc.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature my hand and seal of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED Xxxxxx Building Systems, Inc. this _______ day of ___________, 2000. ------------------------------------ Secretary CERTIFICATE OF THE SECRETARY OF DELAWARE XXXXXX ACQUISITION CORPORATION I, the Secretary of Delaware Xxxxxx Acquisition Corporation, hereby certify that the Plan and Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of the corporation by the President and Secretary under the corporate seal of the corporation, was duly approved and adopted by written consent of the sole stockholder of the corporation, dated ________, 2000. ----------------------------------------- INDEPENDENCE ENERGY CORPWITNESS my hand and seal of Delaware Xxxxxx Acquisition Corporation, Inc. this ____ day of ________, 2000. Address of Subscriber ----------------------------------- Secretary EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance"Agreement"), the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement effective as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT and time a properly executed copy of a Certificate of Merger is duly filed with the Secretary of State of Delaware in accordance with Section 2.2 of that certain Agreement and Plan of Merger among Xxxxxx Business Systems, Inc., COA Housing Group, Inc. (THE a subsidiary of Coachmen Industries, Inc.) and Delaware Xxxxxx Acquisition Corporation dated as of August ___, 2000, (the "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACTEffective Date"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWSis entered into between Xxxxxx Building Systems, ANDInc., UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. a Delaware corporation (the "Company"), and ____________________ of ________________ ("Employee"). Employee is an executive of Company, which is anticipated to be acquired by Delaware Xxxxxx Acquisition Corporation on behalf of COA Housing Group, Inc. and Coachmen Industries, Inc., which are third party beneficiaries of this Agreement. Employee acknowledges that this Agreement was a material consideration for that acquisition, but for which the acquisition would not have taken place. Now, therefore, in consideration of the premises, and for the mutual promises this Agreement contains, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree to be bound as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coachmen Industries Inc)
WITNESS. EXECUTION BY SUBSCRIBERBOCA TECHNOLOGY CENTER, LLC a Florida limited liability company /s/ Illegible By: X ----------------------------------- ----------------------------------------- Signature T-Xxx Boca Owners Corp., a Florida /s/ Illegible corporation, its Managing Member By: /s/ Xxxxxxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxxxx Its President Tenant: LifeWatch Holding Corporation, a Delaware corporation, authorized to do business in Florida Witness: /s/ Illegible By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx /s/ Illegible Title: V. P. of witness Signature Finance EXHIBIT “F” LEASE GUARANTY FOR VALUE RECEIVED, and in consideration for and as an inducement to Boca Technology Center, LLC, a Florida limited liability company, as LANDLORD to enter into that certain lease dated September 3, 2003 (the “LEASE”), for approximately 5,538 square feet of individual net rentable area known as Suite Number 130 in the 4800 Building of the T-XXX CORPORATE CENTER @ BOCA (if Subscriber IS an individualthe “PREMISES”) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of to LIFEWATCH HOLDING CORPORATION, a Delaware corporation authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________to do business in Florida, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceas TENANT, the Company agrees undersigned, INSTROMEDIX, INC., an Oregon corporation (the “GUARANTOR”), does hereby guaranty to be bound by LANDLORD the punctual payment of the Base Rent and Additional Rent and all representations, warrantiesother charges (hereinafter collectively called “RENTS”) and the due performance of all the other terms, covenants and agreements conditions contained in said LEASE on pages 4-12 hereofthe part of the TENANT to be paid and/or to be performed thereunder. This Subscription Agreement If any default shall be made by the TENANT under said LEASE, the GUARANTOR does hereby covenant and agree to pay to the LANDLORD in each and every instance such sum or sums of money as the TENANT is and shall become liable for and/or obligated to pay under said LEASE and/or fully to satisfy and perform such other terms, covenants and conditions of said LEASE on the part of the TENANT to be performed thereunder and, provided LANDLORD is the prevailing party in any such action, to pay also any and all damages, expenses and attorneys fees (hereafter collectively called “DAMAGES”) that may be executed suffered or incurred by LANDLORD in consequence of the nonpayment of said RENTS or the nonperformance of any such other terms, covenants and conditions of said LEASE. Provided, however, that LANDLORD shall pay the GUARANTOR’s attorney’s fees and expenses in any number such action where the GUARANTOR is the prevailing party. Such payments of counterpartsRENTS to be made monthly or at such other intervals as the same shall or may become payable under said LEASE, each including any accelerations thereof, such performance of whichsaid other terms, covenants and conditions to be made when so executed due under said LEASE and deliveredsuch DAMAGES to be paid when incurred by LANDLORD, shall constitute an original and all without requiring any notice from LANDLORD or proof of notice or demand, all of which together the GUARANTOR hereby expressly waives. The maintenance of any action or proceeding by the LANDLORD to recover any sum or sums that may be or become due under said LEASE, or to secure the performance of any of the other terms, covenants and conditions of said LEASE or to recover damages, shall constitute one instrumentnot preclude the LANDLORD from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of TENANT under said LEASE. Delivery The GUARANTOR does hereby consent that, without affecting the liability of an executed copy the GUARANTOR under this Guaranty and without notice to the GUARANTOR, time may be given by LANDLORD to TENANT for payment of RENTS and performance of said other terms, covenants and conditions, or any of them, and such time extended and indulgences granted, from time to time, or the TENANT may be dispossessed or the LANDLORD may avail itself of or exercise any or all of the rights and/or remedies against the TENANT provided by law or by said LEASE, and may proceed either against the TENANT alone or jointly against the TENANT and the GUARANTOR or against the GUARANTOR alone without proceeding against the TENANT. The GUARANTOR does hereby further consent to any subsequent change, modification and/or amendment of said LEASE in any of its terms, covenants or conditions, or in the RENTS payable thereunder, and/or to any assignment or assignments of said LEASE, and/or to any renewals or extensions thereof, all of which may be made without notice to or consent of the GUARANTOR and without in any manner releasing or relieving the GUARANTOR from liability under this Guaranty. The GUARANTOR does hereby further agree that in respect of any payments made by the GUARANTOR hereunder, the GUARANTOR shall not have any rights based on suretyship or otherwise to stand in the place of LANDLORD so as to compete with LANDLORD as a creditor of TENANT, unless and until all claims of LANDLORD under said LEASE shall have been fully paid and satisfied. The GUARANTOR acknowledges receipt of valuable consideration received in its undertaking of this Subscription Agreement LEASE in that the GUARANTOR is an affiliated, sister company of TENANT. It is further acknowledged by electronic facsimile transmission the GUARANTOR that the LEASE herein guaranteed by the GUARANTOR is of benefit and value to the GUARANTOR and would not have been negotiated or consummated by LANDLORD without this LEASE Guaranty being executed and delivered by the GUARANTOR. As a further inducement to LANDLORD to make said LEASE and in consideration therefor, LANDLORD and the GUARANTOR hereby agree that in any action, proceeding or counterclaim brought by either LANDLORD or the GUARANTOR against the other means on any matters whatsoever arising out of electronic communication capable or in any way connected with said LEASE or this Guaranty, that LANDLORD and the GUARANTOR shall and do hereby waive trial by jury. The GUARANTOR further hereby agrees that the LEASE and this GUARANTY shall be governed by the laws of producing a printed copy will the State of Florida, and that the venue for any action, proceeding or counterclaim brought by either party against the other on any matters whatsoever arising out of or in any way connected with said LEASE or this Guaranty, shall be deemed in Palm Beach County, Florida. GUARANTOR hereby waives any objection to be the venue of any action filed in any court situated in Palm Beach County, Florida and waives any right under the doctrine of forum non conveniens or otherwise, to transfer any such action filed in any such court to any other court. The GUARANTOR expressly and affirmatively acknowledges and agrees that the execution and delivery of this Subscription Agreement as Guaranty and performance of the date hereinafter set forthobligations contained herein, constitute doing business in Florida for purposes of long-arm jurisdiction. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933The GUARANTOR further consents and agrees that the courts located in Palm Beach County, AS AMENDED (THE "1933 ACT")Florida, shall have jurisdiction over the GUARANTOR in connection with any action or actions commenced to enforce the LEASE or this GUARANTY. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTThis Guaranty and any of the provisions hereof cannot be modified, OR ANY U.S. STATE SECURITIES LAWSwaived or terminated, ANDunless in writing, UNLESS SO REGISTEREDsigned by the parties hereto. The provisions of this Guaranty shall apply to and bind and inure to the benefit of the GUARANTOR and LANDLORD and their respective heirs, NONE MAY BE OFFERED OR SOLDlegal representatives, DIRECTLY OR INDIRECTLYsuccessors and assigns. In any suit or action under this Guaranty, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACTthe prevailing party shall be entitled to payment of all attorneys’ fees incurred in connection with enforcing this Guaranty including, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTwithout limitation, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (fees at the "Company")trial and all appellate levels.
Appears in 1 contract
Samples: Lease Agreement (LifeWatch Corp.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED my hand and seal at office in ____________________, this _______ day of ___________, _________, 20____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address My commission expires: ______________________________ _____________________ Notary Public (SEAL) Exhibit 9.01(c) XXXX OF SALE KNOW BY THESE PRESENTS THAT LENOX VILLAGE PROPERTIES, LLC, a Tennessee limited liability company, LENOX VILLAGE LIFESTYLE CENTER, LLC, a Tennessee limited liability company, and LENOX VILLAGE LIFESTYLE CENTER III, LLC, a Tennessee limited liability company (collectively referred to herein as the “Seller”), for and in consideration of Subscriber the sum of Ten Dollars (residence$10.00) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceother good and valuable consideration to it paid by ___________________, the Company agrees to be bound a _______________, having an office at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (“Purchaser”), receipt of which is hereby acknowledged by all representationsSeller, warrantieshas granted, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterpartssold, each of whichtransferred, when so executed set over and delivered, shall constitute an original and by these presents does grant, sell, transfer and deliver unto Purchaser, its successors and assigns, the property described on Schedule B attached hereto and made a part hereof and all of which together shall constitute one instrumentSellers’ right title and interest in and to all other fixtures, equipment and articles of personal property (excluding personal property owned by tenants, vendors and lessees under service contracts or furniture leasing companies) located at or used in connection with the operation of the Property described in Schedule A attached hereto and made a part hereof, (the “Personal Property”). Delivery TO HAVE AND TO HOLD the Personal Property unto Purchaser and its assigns forever. AND Sellers hereby warrants to and with Purchaser that it owns the Personal Property subject to no encumbrances, security interests or liens of an any kind. AND Sellers, does hereby bind itself, its successors and assigns, to warrant and forever defend, the Personal Property unto Purchaser, its successors and assigns, against every person lawfully claiming or to claim the same, or any part thereof, but without warranty as to fitness or merchantability. [SIGNATURES COMMENCE ON FOLLOWING PAGE] SELLER:LENOX VILLAGE PROPERTIES, LLC, a Tennessee limited liability companyBy:____________________________ Name: _________________________Title: __________________________LENOX VILLAGE LIFESTYLE CENTER, LLC, a Tennessee limited liability companyBy:____________________________ Name: _________________________ Title:__________________________LENOX VILLAGE LIFESTYLE CENTER III, LLC, a Tennessee limited liability companyBy:____________________________ Name: _________________________ Title:__________________________ IN WITNESS WHEREOF, Seller has executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement instrument as of the date hereinafter set forth____ day of _______________, 2015. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT"Exhibit 9.01(c) RELATES SCHEDULE A TO AN OFFERING XXXX OF SECURITIES IN AN OFFSHORE TRANSACTION SALE [Real Property Description] 63 Exhibit 9.01(c) SCHEDULE B TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT XXXX OF 1933, AS AMENDED (THE "1933 ACT"SALE [Personal Property] Exhibit 9.01(d). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
Samples: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
